Annual Report 2010 - Sumitomo Dainippon Pharma

Transcription

Annual Report 2010 - Sumitomo Dainippon Pharma
Dainippon Sumitomo Pharma Co., Ltd.
Annual Report 2010
For the year ended March 31, 2010
Poised for Global Growth
Profile
Dainippon Sumitomo Pharma Co., Ltd. (DSP) was formed on October 1, 2005,
with a corporate mission “to broadly contribute to society through value creation
based on innovative research and development activities for the betterment of
healthcare and fuller lives of people worldwide”.
In 2007, we established our Mid- to Long-term Vision focusing on establishing
a solid foundation for our domestic business, expanding our international
business operations, and enriching our R&D product pipeline to realize our future
vision of the Company in ten years. We have also set the goals of becoming an
internationally competitive R&D-oriented pharmaceutical company and
establishing two solid mainstreams of revenue, from domestic and international
operations.
After completing the first Mid-term Business Plan, we have launched the five-
year second Mid-term Business Plan starting in the fiscal year ending March 31,
2011 to move Dainippon Sumitomo Pharma to the next stage.
Disclaimer Regarding Forward-Looking Statements
The forward-looking statements in this annual report are based on management’s assumptions and beliefs in light of information
available up to the date of publication, and involve both known and unknown risks and uncertainties.
Actual financial results may differ materially from those presented in this document, being dependent on a number of factors.
Information concerning pharmaceuticals (including compounds under development) contained within this material is not intended as
advertising or medical advice.
Contents
Financial Highlights
2
Message from the Chairman and President
3
A message to shareholders and investors from Chairman Kenjiro Miyatake and
President and CEO Masayo Tada
4
Interview with the President
President Tada explains in an interview the steps that DSP is taking toward transforming
into an internationally competitive R&D-oriented pharmaceutical company.
9
Feature: A Global Franchise
Dialogue: DSP President Tada & Sepracor President and COO Iwicki
President Tada and Sepracor President and COO Mark Iwicki discuss topics, including
the significance of the merger, the position DSP aspires to attain and synergy between
the two companies.
Research and Development
16
Manufacturing
22
Marketing
24
Non-pharmaceuticals Operations
30
Social Responsibility of Dainippon Sumitomo Pharma
31
Corporate Governance
42
Board of Directors and Executive Officers
44
Financial Section
45
Corporate Data
79
Note: Sepracor Inc. is scheduled to change its corporate name to Sunovion Pharmaceuticals Inc. by the end of 2010.
Annual Report 2010
1
Financial Highlights
Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries
Years ended March 31, 2010, 2009, 2008, 2007 and 2006
(Fiscal years 2009, 2008, 2007, 2006 and 2005)
Millions of Yen
Percent Change
Fiscal Year (FY)
2009
For the Year:
Net sales
Overseas sales
Overseas sales as a
percentage of total net sales
Operating income
Net income
R&D costs
売上高
Capital expenditures
Depreciation
and amortization
国内+海外
(億円)
2
EBITDA海外
3,000
2,963
2,612 2,640 2,640
296,262
53,015
264,037
22,051
263,993
24,521
99
Financial Indicators:
0
’
06
’
07
’
08
Operating
margin
11,870
62.8% 200,538
48,802600
34.5%
606,968
200
221
’
09
’
10
(3月期)
ROE
Equity ratio
3,185,613
570,054
18,650 営業利益
11,455
(億円)
56,448
41,970
当期純利益
500
456
0
391,295
324,496
312
289
226
52.75
864.51
100
18.00
(億円)
398
530
12.2% 140.4% 552,376
69,581
300
1,000
Net income
Net assets
Cash dividends
220
245
9.3%
39,814
14.3% 25,592
4.9% 47,266
(2.7%)
研究開発費
15,491
(38.8%)
626,743
343,483
Per Share of Common Stock:
2009
17.9%
8.4%
35,625
31,166
20,958
19,988
51,371
52,819
営業利益/当期純利益
6,471
10,569
400
Total assets
Net assets
2,000
2009/2008
2,458
2007
At Year-End:
2008
Thousands of U.S.
Dollars (Note 1)
154
399,791
356
318,278400
256
Yen
50.30
816.49
18.00
210
200
300
’
07 11.8%
’
08
’
09
’
10
6.2%
82.9%
15.1%
8.2%
79.6%
(3月期)
0
528
473
60.2% 409
5.9%
Percent Change
296
514
U.S. Dollars (Note 1)
4.9% 5.9% 0.0% 0.57
9.30
0.19
’
06
07
’
6,739,172
3,693,366
64.39200
800.63
18.00100
06
12.0% ’
6.3%
54.8%
500
383,065
225,355
’
08
’
09
’
10
(3月期)
Notes:1.The U.S. dollar amounts in this report represent translations of Japanese yen, solely for the reader’s convenience, at the rate of ¥93 = US$1,
the approximate exchange rate at March 31, 2010.
2. Earnings Before Interest, Taxes, Depreciation and Amortization
3. Overseas sales, total assets and depreciation and amortization increased significantly due to the acquisition of Sepracor Inc.
Net Sales
Operating Income/Net Income
Domestic + Overseas
Overseas
296.3
(Billions of yen)
300
Operating income
Net income
(Billions of yen)
50
R&D Costs
(Billions of yen)
60
45.6
261.2 264.0 264.0
245.8
52.8
50
39.8
40
35.6
200
30
28.9
25.6
22.6
20
100
2
9.9
’
05
22.0
’
06
24.5
’
07
Dainippon Sumitomo Pharma Co., Ltd.
29.6
21.0
20
15.4
53.0
0
30
20.0
40.9
40
31.2
51.4
47.3
10
10
22.1
’
08
’
09 (FY)
0
’
05
’
06
’
07
’
08
’
09 (FY)
0
’
05
’
06
’
07
’
08
’
09
(FY)
Message from the Chairman and President
We have strengthened our international operations
with the acquisition of Sepracor Inc.
Overview of the Past Fiscal Year
In the fiscal year ended March 31, 2010 (fiscal 2009), the final year of
the first Mid-term Business Plan, DSP strengthened its international
operations with the acquisition of U.S. pharmaceutical company,
Sepracor Inc. The addition of Sepracor contributed to a 12.2 percent
increase in consolidated net sales over the previous fiscal year to
¥296.3 billion. Due in part to cost reductions throughout the Group
under the “Overall Business Results Improvement Project”, operating
income increased 14.3 percent to ¥35.6 billion and net income was up
4.9 percent to ¥21.0 billion. Both of these results exceeded our
forecast.
Outlook for the Fiscal Year Ending March 31, 2011 (Fiscal 2010)
In fiscal 2010, we anticipate that overseas sales will rise substantially
with the addition of Sepracor’s results for the entire period. In Japan,
however, the operating environment is expected to remain challenging
due to National Health Insurance (NHI) price revisions and the
increasing impact of generic competition.
DSP will also incur non-cash expenses of approximately ¥36.0
billion, including amortization of patent rights and goodwill associated
with the acquisition of Sepracor. Consequently, for fiscal 2010, we
forecast net sales of ¥359.0 billion, a 21.2 percent increase year-onyear, but operating income of ¥8.5 billion, a 76.1 percent decrease. We
forecast net income of ¥3.0 billion, a decrease of 85.7 percent from
fiscal 2009.
(right) Kenjiro Miyatake,
Representative Director, Chairman of the Board of Directors
(left) Masayo Tada,
Representative Director, President and Chief Executive Officer
Shareholder Returns
One of our top management priorities at DSP is making consistent and
appropriate distributions of profits to shareholders. While we emphasize
appropriate profit distributions, we take a comprehensive view in setting
dividends, considering factors such as investments in future growth to
increase the Company’s corporate value, as well as the need to ensure
a strong business foundation and enhance the Company’s financial
position.
For fiscal 2009, we paid a year-end cash dividend of ¥9.00 per
share, the same amount as the interim dividend, bringing total dividends
for the year to ¥18.00 per share. We plan to maintain the same level of
dividends for fiscal 2010 to continue providing stable returns to
shareholders.
Respectfully, we ask for the continuing support and patronage of
our shareholders and other stakeholders.
August 2010
Annual Report 2010
3
Interview with the President
Creation and Transformation toward a New Stage of Globalization
In fiscal 2009, DSP took a major step toward achieving globalization by making U.S.
company, Sepracor Inc. a subsidiary. Under the second Mid-term Business Plan (2nd
MTBP), DSP will quicken its pace toward realization of its Mid- to Long-term Vision of
becoming a truly “internationally competitive R&D-oriented pharmaceutical company”.
Masayo Tada
Representative Director, President
and Chief Executive Officer
4
Dainippon Sumitomo Pharma Co., Ltd.
Q.1
In fiscal 2009, the Company completed
the first Mid-term Business Plan (1st
MTBP). Please tell us your overview of
the Company’s performance against the 1st
MTBP, focusing on initiatives you have taken
in the last year.
approved for additional indications. During this same
period, we did not achieve in-licensing of new
candidates for our pipeline as planned. This will be a
continuing challenge as we move forward.
As for our numeric targets, despite the successful
substantial cost reductions through the “Overall
Business Results Improvement Project” we started
I am very pleased with our overall
performance. While our numeric targets were
not achieved, we made very satisfactory
achievements on our key strategic priorities,
including “expand our international business
operation”.
during this past year, earnings fell short of our target.
This was mainly due to the larger-than-expected
decline in revenues from off-patent products.
In summary, although we did not reach our
numeric targets, we achieved very satisfactory results
on our key strategic priorities.
In the Mid- to Long-term Vision we launched in 2007,
we defined our key strategic priorities as: establish a
solid foundation for our domestic business; expand our
international business operation; and enrich our R&D
product pipeline to realize our future vision. In 2021,
The real highlight during this fiscal
year was the addition of Sepracor as a
subsidiary. What was the background
leading up to this?
Q.2
we want to be a truly “internationally competitive
R&D-oriented pharmaceutical company” with two solid
mainstreams of revenue, one from domestic operations
and the other from international operations.
In the 1st MTBP, our aim was to “strengthen our
Our main objectives were to establish a solid
commercial platform in the U.S. and to
achieve rapid market penetration of
lurasidone, maximizing its sales after launch.
business foundation for the first step to become a
global corporation”. To achieve this objective, we
Lurasidone is the product opening DSP’s new era of
proceeded with global clinical development of
globalization. Toward its launch, we had been building
lurasidone (generic name) for schizophrenia treatment.
our commercial organization and strengthening our
In addition, we made U.S. company, Sepracor Inc. a
global clinical development capabilities.
subsidiary in October 2009 and successfully
established a commercial platform ready for the
subsidiary last fall was to promptly establish a solid
anticipated launch of lurasidone. Through these
commercial platform in the U.S. thus expediting the
strategic actions, we achieved substantial
market penetration of lurasidone following launch and
reinforcement of our international business platform.
achieving early maximization of its sales.
On December 30, 2009, we submitted a new drug
application (NDA) for lurasidone to the U.S. Food and
expanded with the addition of Sepracor. On a
Drug Administration (FDA).
consolidated basis, our overseas revenue contribution
is now increased to approximately 40 percent, and our
In domestic commercial operations, we
Our main objective in making Sepracor a
Also, DSP’s global operations are substantially
introduced the “Regional Division System” in June
pipeline in the U.S. is reinforced.
2009. This system facilitates more customer-oriented,
community-based sales and marketing activities and
growing its business by launching drugs from its own
helps boost profitability in each region through the
R&D pipeline is in line with DSP’s management
delegation of authority to the newly established
philosophy. As the core of our U.S. pharmaceutical
“Regional Divisions”.
operations, Sepracor will serve as a sales and
marketing base for our global products and also play a
In research and development, we achieved our
Furthermore, Sepracor’s corporate strategy of
launch targets during the 1st MTBP. We launched
key role as an operating base for business
seven products in Japan, including existing products
development and licensing activities.
Annual Report 2010
5
DSP has formulated the 2nd MTBP
starting in fiscal 2010. Can you explain
the outline of this Plan?
Q.3
successful accomplishment of these priorities.
Regarding the first — transforming the earnings
structure in Japan — in order to achieve sustained
growth as a branded pharmaceutical company, we will
strive to increase the revenue contribution of new
We will raise profitability by increasing the
drugs through product development, as well as
ratio of new drugs in our portfolio to achieve
business
development and in-licensing activities, which
a第二期中期経営計画
new stage of globalization.
(2011年3月期∼2015年3月期)
の全体像
is a continuing challenge from the 1st MTBP. To
Following the execution of the 1st MTBP, we have
maximize earnings, we have positioned cardiovascular
defined “Creation
toward a new
創and
造 ・transformation
変革
and diabetes, central nervous system (CNS) and
中期経営計画
定量目標
cancer and infectious diseases
as our
core marketing
will strive to raise profitability by increasing the revenue
®
resources on existing strategic products
AVAPRO
3月期
3月期 ,
スローガン
stage of globalization”
the
slogan
of the 2nd
グローasバ
ルmain
化の
新たなステージ
へ
areas, and we are concentrating sales and marketing
MTBP. To achieve our Mid- to Long-term Vision, we
2013年
2015年
contribution of new products.
(目標)
LONASEN® and PRORENAL®, as well as new
売上高
products such as
TRERIEF®, MIRIPLA
4,000億円® and
4,400億円
In the国内収益構造の変革
2nd MTBP, we have defined five “key
strategic priorities”:
基本方針
1)Transform
the earnings structure in Japan;
海外事業の拡大と収益最大化
(参考)
METGLUCO®. We are also increasing the number of
うち 医薬品事業 3,400億円
3,750億円
MRs (Medical Representatives) specializing in CNS to
increase our presence
営業利益in this area.
2)Expand overseas operation and maximize
300億円
700億円
earnings;
新薬継続創出に向けたパイプラインの拡充 In our efforts to expand overseas operation and
EBITDA
700
3) Expand the pipeline for continuous new drug
maximize earnings,
in North America
we億円
will strive900
to 億円
creation;
CSRと継続的経営効率の追求
maximize earnings
from lurasidone and
antiepileptic
研究開発費
650億円
700agent
億円
4) Promote CSR management and continuous
STEDESA™, as well as other new products planned for the
increases
in management efficiency; and
挑戦的風土の確立と人材育成
future through Sepracor’s business activities.
5) Establish a challenging corporate culture and
In China, where the market continues to expand,
cultivate human resources.
The five-year period of the plan will ensure the
our goal is to increase sales to ¥10 billion in 2014 by
Overview of Second Mid-term Business Plan (Fiscal 2010 – Fiscal 2014)
Slogan
Creation and transformation toward
a new stage of globalization
Mid-term Business Plan
Numeric Targets
(Billions of yen)
Fiscal 2012
(Reference)
Transform the earnings structure in Japan
Expand overseas operation and maximize earnings
Net sales
400.0
440.0
Pharmaceuticals
340.0
375.0
Operating income
30.0
70.0
EBITDA
70.0
90.0
R&D costs
65.0
70.0
Expand the pipeline for continuous new drug creation
Promote CSR management and continuous increases
in management efficiency
Establish a challenging corporate culture and cultivate
human resources
Dainippon Sumitomo Pharma Co., Ltd.
Basic P
6
Fiscal 2014
(Targets)
expanding sales of existing products and introducing
new products.
With these actions, we aim to achieve 50 percent
of our sales revenue from outside Japan in fiscal 2014
and fully establish two solid mainstreams of revenue,
one from domestic operations and the other from
international operations.
To expand the pipeline for continuous new drug
creation, we are taking a mid- to long-term view in
setting CNS as the focus therapeutic area. Additionally,
we are setting diseases with significantly unmet
medical needs, such as cancer and immune-related
diseases, as the challenge therapeutic areas. By
concentrating resources on these areas, we aim to
steadily generate innovative new drugs.
As we move into the next phase of higher global
earnings, we will be even more conscious of selection
and concentration to increase management efficiency,
thereby maximizing the Company’s corporate value.
expenditures based on prioritizations. Specifically, we
plan to cut costs by more than ¥12 billion in total by
What specifically is involved in the
other two key strategic priorities of the
2nd MTBP – “promote CSR
management and continuous increases in
management efficiency”, and “establish a
challenging corporate culture and cultivate
human resources”?
Q.4
We will pursue management efficiency, with
plans to cut costs by more than ¥12 billion in
total by the end of the fiscal 2014. In addition,
we will continue to promote the “C&S
Campaign” to realize a dynamic organization.
the end of fiscal 2014 from the initial forecast for fiscal
2009.
To ensure our successful execution of challenging
business plans, one of the key success factors is to
have a dynamic organization full of talented people. To
this end, we will enhance our challenging corporate
culture under the mottos, “Change for Challenge!” and
“Seek Something New!”. Also, in professional
development, besides the new Research Specialist
System introduced in June 2009, we implemented a
new personnel system in July 2010. This aims to foster
a highly motivated corporate climate through a new
compensation structure that is more rewarding to
higher-performing employees than before.
From the standpoint of CSR management, we will
enhance our global corporate governance system as
we move forward with further globalization following
the acquisition of Sepracor.
In pursuit of management efficiency, we will
continue the Overall Business Results Improvement
Project we started in fiscal 2009. This involves making
comprehensive efficiency improvements, including
streamlining work processes, introducing innovative
business processes and making effective use of R&D
Annual Report 2010
7
We are currently aiming for a launch in the U.S.
in the first quarter of 2011 for the indication of
schizophrenia and anticipate sales of ¥70 billion in
fiscal 2014.
We are also considering development in Europe,
primarily through alliances. Domestic development is at
the Phase III stage, with a multinational study in Japan,
Korea and Taiwan.
Q.6
Investors believe the success of
lurasidone will be the key factor for the
future growth of DSP. How is clinical
development progressing?
Q.5
We have already established the foundation
for our globalization. Going forward, we will
steadily and securely execute our 2nd MTBP
to move toward a solid growth path for the
Company.
Fiscal 2009 was a transformational year for the
Company. With Sepracor becoming our subsidiary, we
We have already submitted an NDA for the
indication of schizophrenia to the FDA
and aim for a U.S. launch in the first quarter
of 2011.
now have an established platform for our globalization,
The successful clinical development of lurasidone is the
motivation is very high.
core of our business expansion going forward. It is a
top-priority project throughout the Company and we
be a challenging year from the perspective of income,
have aggressively invested management resources in
mainly due to amortization of intangible assets
this product. As a result, we submitted an NDA for the
associated with the acquisition of Sepracor. We will
indication of schizophrenia to the FDA on December
ensure readiness for the launch of lurasidone in the
30, 2009, ahead of our original plan. The application
U.S. Furthermore, our management team and all of our
was accepted by the FDA in March 2010 and we have
employees will work together to address and overcome
been notified that the review will be completed at the
this challenge, by the successful execution of our “key
end of this October.
strategic priorities” in our 2nd MTBP so that the
Company will be on a solid growth path.
Expectations for lurasidone are high because
and are ready to move on to a growth path toward
becoming “an internationally competitive R&D-oriented
pharmaceutical company”. Globalization is now
starting to appear within sight, and employee
Fiscal 2010, the first year of the 2nd MTBP, will
clinical trials to date have shown it to be a product
with strong efficacy in improving symptoms of
remain committed to investor relations activities,
schizophrenia and a good safety profile, with few side
including timely and appropriate disclosure of
effects. Clinical trials are currently being conducted for
necessary management information and fulfillment of
effectiveness for cognitive dysfunction, giving the drug
accountability as top management.
even greater future potential. In addition, Phase III
clinical studies are under way for treatment of bipolar
stakeholders and ask for your continued support.
disorder, a possible additional indication.
8
In closing, what message would you
like to give to stakeholders?
Dainippon Sumitomo Pharma Co., Ltd.
To our shareholders and other stakeholders: We
We welcome the candid feedback of our
Feature
A Global Franchise
Dialogue
DSP President Tada
&
Sepracor President and COO Iwicki
In its drive to become an internationally competitive R&D-oriented pharmaceutical
company, DSP positioned the period of the first Mid-term Business Plan, which
covered the three years from April 2007 to March 2010, as a time for
strengthening our business foundation as the first step to becoming a global
corporation.
A priority during this period was establishing our operating infrastructure in the
U.S., the world’s largest pharmaceutical market, in order to quickly maximize
earnings after the launch of lurasidone, a schizophrenia treatment that is currently
in development.
After considering our options from various angles, we decided that Sepracor
was the best partner to help DSP achieve its goals and made it a subsidiary.
Annual Report 2010
9
Feature:
A Global Franchise
Dialogue: DSP President Tada & Sepracor President and COO Iwicki
“
I believe the acquisition of Sepracor
has been a tremendously meaningful
step for DSP, from which we expect to
rapidly enhance our business
foundation and generate substantial
synergies.
”
In your view, what is the significance of
the Company’s acquisition of Sepracor?
Tada: Since setting our Mid- to Long-term Vision in
2007, DSP has taken a number of steps toward
becoming an internationally competitive R&D-oriented
pharmaceutical company. Central to the attainment of
our Vision is the successful global launch of lurasidone,
a schizophrenia treatment candidate we believe will be
the nucleus of our global growth strategy. Pending
approval by the U.S. Food and Drug Administration
(FDA), it is our goal to launch lurasidone in the U.S. in
the first quarter of 2011 and, in anticipation, we have
been actively preparing to build a marketing organization
to help achieve this important strategic initiative.
セプラコール設立
1984
1989
ALLEGRA of Sepracor has providedCLARINEX
The acquisition
us with
®
HMR社
米国で発売
®
米国で発売
Schering-Plough社
(現sanofi-aventis社)
the opportunity
to instantly obtain an experienced
North
より発売
より発売
American infrastructure, reducing both the time and the
1991
1996
1999
2000
2002
cost of building an independent commercial network
2005
セプラコールが
光学活性体戦略
within this new, strategically important
market. With their
自社開発・自社販売の
の開始
戦略をコミット
established
commercial presence in the U.S., particularly
株式上場
in the area of CNS, Sepracor’s highly talented employees
will help to advance our global growth strategy.
Sepracor Inc.
26 Years of Change
launched in U.S.
ALLEGRA®
launched in U.S.
launched by HMR
(currently sanofi-aventis)
Sepracor established
1984
Masayo Tada
Representative Director, President and Chief Executive Officer
Dainippon Sumitomo Pharma Co., Ltd.
10
Dainippon Sumitomo Pharma Co., Ltd.
1989
Isomer
strategy
launched
1991
IPO
1996
1999
CLARINEX®
launched by
Schering-Plough
2000
2002
Sepracor commits to
self-development /
self-commercialization strategy
2005
“
In other words, I believe the acquisition of Sepracor
has been a tremendously meaningful step for DSP, from
which we expect to rapidly enhance our business
foundation and generate substantial synergies.
DSP provides Sepracor and our
employees with increased stability
and an opportunity to accelerate
growth.
”
With respect to research and development, we
expect there to be substantial synergies between the
companies in the area of new drug discovery, which may
provide increased efficiencies for existing and future
internal research programs.
Iwicki: I also view this merger as highly significant and
beneficial to both companies, and I expect it to
generate positive synergies in various areas. The
business operations of both companies complement
one another and DSP’s pipeline is a great strategic fit
with ours. As a major Japanese pharmaceutical
company with a long history of success, solid business
米国で発売
2006
大日本住友製薬が
セプラコール買収
米国で発売
米国で発売
fundamentals,
financial strength and
a promising
2007 including lurasidone,
2008
2009
product pipeline,
DSP provides
2010
セプラコールSepracor and our employees
with increased
stability
ステデサの権利を
Oryx社
(セプラコール・
黒字化
BIAL社から導入
ファーマシューティカルズ・
and an opportunity to accelerate growth. インクに社名変更)買収
エーザイ
(株)に
エスゾピクロンの
日本での権利を導出
Nycomed社より
シクレソニドを
含有する製品を導入
2006
launched in U.S.
Sepracor becomes
profitable
2007
2008
STEDESA™
rights licensed
from BIAL
Eisai licenses rights
to eszopiclone
for Japan
FDAにルラシドンの
新薬承認を申請
Dainippon
Sumitomo
Pharma
acquired Sepracor
launched in U.S.
launched in U.S.
大日本住友製薬
アメリカ・インクを
セプラコールに
統合
2009
2010
Oryx acquired
(renamed Sepracor
Pharmaceuticals, Inc.)
Ciclesonide candidates
licensed from Nycomed
Dainippon Sumitomo
Pharma America
merged into Sepracor
NDA for lurasidone
filed with U.S. FDA
Mark Iwicki
President and COO
Sepracor Inc.
Annual Report 2010
11
You said the merger can enhance the foundation
for globalization and you expect synergy, but what
are your thoughts on the overall position you hope
to achieve for the Company?
Tada: The position we are targeting for DSP is the one we set in our
Mid- to Long-term Vision in 2007 — to become an internationally
competitive R&D-oriented pharmaceutical company with two solid
mainstreams of revenue, one from domestic operations and the other
from international operations.
Establishing our own commercial organization in the U.S. is a
goal we had aimed to accomplish during the second Mid-term
Business Plan. With the acquisition of Sepracor, we have achieved
this goal much sooner than we had anticipated — a very important
accomplishment in realizing our plan for solid revenue.
Going forward, we will take full advantage of the synergies that
exist with Sepracor to grow sales in North America, with a future view
of expanding into regions beyond North America and China.
Regarding R&D, integrating our combined pipelines enables us
to conduct group-wide portfolio management with global drug
development as our fundamental strategy.
With respect to business development, we will leverage
Sepracor’s track record of success and transaction expertise, with
both companies focused on bringing pipeline candidates to market in
an ongoing manner.
Iwicki: To help DSP obtain this overall position for the Company, it is
Sepracor’s mission to maximize revenues for the DSP Group, not only
in our role as the Group’s sales base in North America, but also as a
base for strategic business development initiatives.
As we prepare to enter the take-off phase of achieving DSP’s
Mid- to Long-term Vision, we are fully focused on accomplishing this
important mission.
“
12
We aim to become an internationally
competitive R&D-oriented
pharmaceutical company with two
solid mainstreams of revenue, one
from domestic operations and the
other from international operations.
Dainippon Sumitomo Pharma Co., Ltd.
”
Feature:
A Global Franchise
Dialogue: DSP President Tada & Sepracor President and COO Iwicki
One key to establishing the position you mentioned
will be generating synergies between the two
companies and doing so with a sense of speed.
Please discuss your plans for taking advantage of
synergies resulting from the Sepracor acquisition,
both from a commercial and R&D perspective.
Tada: To quickly generate synergies between the two companies, we
need to optimize the efficiencies of our operations. As an important
first step, we merged Dainippon Sumitomo Pharma America, which
conducted the clinical development of lurasidone and other drug
candidates, into Sepracor on April 1, 2010. This gives us a framework
for speedier, more efficient drug development. As Sepracor is familiar
with the U.S. market, we expect their development expertise to be a
major factor in driving synergies. This will provide the basis for our U.S.
staff to devote their efforts to the successful development and launch
of other pipeline products, including STEDESA™ and OMNARIS®
HFA. For R&D, we have set up a global portfolio management
committee (Global PMC), composed of key R&D members from each
company, to direct the R&D strategy for the whole group.
Iwicki: The integration of the companies is going smoothly and is
occurring faster than we had planned. I think the reason for this is that
the visions and values of our respective companies were closely
“
The integration of the companies is
going smoothly and is occurring
faster than we had planned.
Our research and development
organizations have begun working
together to share the best practices
of each company.
”
aligned from the beginning, enabling us to easily understand one
another’s strategies for the future and merge them to develop
common goals.
As lurasidone plays such an important part in achieving DSP’s
global growth strategy, it is a priority for our commercial organization
to plan and support its successful launch in the U.S. We plan to
dedicate a sales force of approximately 300 medical representatives,
many of whom are existing Sepracor employees already familiar with
the U.S. CNS market, in an effort to achieve rapid market penetration
and maximize the value of this important asset. A comprehensive
cross-functional project team has been assembled to plan for a
successful product launch, working diligently to prepare for market
acceptance among academic societies, patient groups and other key
stakeholders. As the launch of lurasidone presents Sepracor with the
opportunity to apply existing expertise within CNS to a new
therapeutic area, this project team is also developing what we believe
is a strong medical representative training program designed to
achieve strong sales results in a rapid manner.
13
Regarding research and development, both DSP and Sepracor
share an expertise within the CNS area and, while our respective
approaches to drug discovery are complimentary, some differences
do exist. Our research and development organizations have begun
working together to share the best practices of each company in an
effort to generate a synergistic approach that will enable the
successful development of new drug compounds that will continue to
serve the unmet and underserved medical needs of the patients who
benefit from the use of our drug products.
Each of the interactions between DSP and Sepracor employees
will serve to develop a globally strong culture with common goals.
Global development will most likely require new
approaches to corporate social responsibility
(CSR) and corporate governance. What are your
thoughts in this area?
Tada: First, for corporate governance, we established our “Five
Principles of Governance” with an emphasis on clearly defining
Sepracor’s operating policies (see page 43 for the “Five Principles of
Governance”). This allows us to share our values while harmonizing
decision-making. For CSR, we don’t want to just take the policies and
initiatives we practice in Japan and expand them on a global scale.
Our policy will be to identify the unique needs and conditions of each
of the regions in which we operate and localize our efforts
accordingly.
Iwicki: Establishing the “Five Principles of Governance” will help
guide our future decision-making in many areas. As the core values of
each company are very much aligned, our CSR activities will be
supported on a truly global level.
“
14
We established our “Five Principles of
Governance” to build a framework for
smooth decision-making.
”
Feature:
A Global Franchise
Dialogue: DSP President Tada & Sepracor President and COO Iwicki
What are people in your respective companies
saying about the future course based on the
merger?
Tada: We have been explaining to employees that the merger was a
strategic business decision aimed at achieving rapid globalization.
Although we had already entered the U.S. market, many employees
did not have a clear sense of our plans for expansion beyond the
anticipated U.S. launch of lurasidone. After the merger was
announced, I received many positive comments and good wishes
from our employees. Some told me they could now imagine what true
globalization will look like. Others expressed a strong desire to go to
“
The merger has created a strong
sense of excitement for the future
among our employees. We will do
everything we can to help make
DSP a truly global competitor.
”
America. It has really boosted the motivation of our people. As it is
our employees who will carry out our strategy, this high level of
motivation puts our organization in an excellent condition.
Iwicki: We have received similar employee feedback at Sepracor in
terms of opportunities for sustained growth of the company. In
addition to providing us with a stronger business foundation and
enhanced financial stability for the future, the merger provides us with
a near-term opportunity to successfully launch a promising new
compound, lurasidone, and to further develop our commercial
expertise within the CNS field. The merger has created a strong sense
of excitement for the future among our employees.
Tada: I think that as managers, we need to make sound decisions
that will leverage the high morale and productive
nature of our employees — and translate that into
results. Overall, my goal is to ensure that, together,
we achieve our Mid- to Long-term Vision.
Iwicki: I recognize that the growth of its North
American business operations is vital for DSP to
realize its vision of becoming a truly global competitor
and believe it is my primary mission to help achieve
this goal by guiding Sepracor to the successful launch
of lurasidone — a product with the potential to satisfy
unmet medical needs and deliver value to our
company. Additionally, we will work to deliver
continued value from our current portfolio to help fuel
future growth.
15
Research and Development
We are concentrating our resources in areas where we have a
competitive edge.
Strategic Priority
R&D Initiatives
DSP is determined to become an internationally
competitive R&D-oriented pharmaceutical company
and is working to expand its pipeline in an effort to bring
a constant flow of new drugs to the market as one of
the key strategic priorities in the second Mid-term
Business Plan (2nd MTBP). Accordingly, we are focusing
management resources on the following target areas:
Focus Therapeutic Area and Challenge
Therapeutic Areas
Focus Therapeutic Area
The CNS field is our primary research area of focus in
our drive to create global products. We have positioned
it as our focus therapeutic area because it is an area
with significantly unmet medical needs and an area in
which DSP is already particularly active. In discovery
Focus therapeutic area: CNS area
Challenge therapeutic areas: Specialty areas
research, we are focusing on diseases that have rising
medical needs within the current aging and high-stress
society, such as schizophrenia, Alzheimer’s disease and
We will accelerate the development of existing
clinical-stage products regardless of whether they fall
into the above categories, placing top priority on early
establishment of Proof of Concept (POC) and on
timely submission of new drug applications and
approval. Regarding new research and development
programs, we will prioritize candidates in the focus
therapeutic and challenge therapeutic areas to
conduct speed- and efficiency-oriented research and
development ensuring a high probability of success.
Proof of Concept:Confirmation in human subjects of the predicted
efficacy and side-effect characteristics
depression. The acquisition of Sepracor, with its
competitive advantage in this area, augmented our
R&D in terms of research programs, personnel and
other aspects. We will work to further strengthen our
research capabilities to expand our pipeline in the focus
therapeutic area.
Challenge Therapeutic Areas
To create breakthrough drugs that can make significant
contributions to medical care, DSP has chosen
specialty areas as its challenge therapeutic areas.
Specialty areas are those that have significantly unmet
medical needs and that demand a high degree of
specialization in research, development and marketing.
We envision cancer and immune-related diseases as
belonging within this category, but we will also look at
other diseases to utilize our experience in taking on new
challenges in discovery research.
Leveraging Our Proprietary Technologies
DSP has a solid foundation of technologies and
experience throughout its pharmaceutical research and
development operations, and a particular competitive
advantage in such cutting-edge technologies as
genomics, proteomics and metabolomics. We aim to
deploy these technologies in all phases of
pharmaceutical research and development. In addition,
we are conducting research on biopharmaceuticals,
including nucleic acid drugs and antibody drugs.
16
Dainippon Sumitomo Pharma Co., Ltd.
Research and Development Structure
Dainippon Sumitomo
Pharma Europe Ltd.
Sumitomo Pharmaceuticals
(Suzhou) Co., Ltd.
Dainippon Sumitomo
Pharma Co., Ltd.
Sepracor Inc.
Clinical Development Structure
Drug
Development
Division
Process Chemistry Research & Development Laboratories
Formulation Research & Development Laboratories
Analysis Research & Development Laboratories
Research Alliances with Outside
Research Institutions
Technology
Research
&
Development
Division
Drug
Research
Division
Product
Development
Research
Structure
Drug Discovery
Research
Structure
Chemistry Research Laboratories
Pharmacology Research Laboratories
Safety Research Laboratories
Pharmacokinetics Research Laboratories
Genomic Science Laboratories
Initiatives for a Continuous Flow of
New Drug Candidates
To ensure a continuous flow of new drug candidates,
DSP promotes research alliances with universities and
In line with the key strategic priority of the 2nd MTBP,
other research institutions, as well as with venture
we have positioned the following three initiatives as
companies that possess innovative technologies. In
general R&D strategies to generate a steady flow of
addition, we pursue opportunities to participate in
new drug candidates in our drug development pipeline.
industry-government collaborative projects. We actively
seek out alliances with outside partners by gathering
information in various forms, including our investment in
Prioritize Investment in Confirming POC of
Next Strategic Candidates
Apposite Healthcare Fund, a bio-venture fund.
To create novel strategic drug candidates to follow
lurasidone, we will prioritize allocation of resources to
A concrete example of joint research with outside
research institutions is our established alliance with the
compounds already in clinical-stage development to
Graduate School of Osaka University in the
confirm POC as soon as possible. After confirming
Neuropsychiatric Drug Discovery Consortium (NDDC).
POC, we will promptly select the next strategic
In the CNS area, the NDDC is working to create
candidates and focus on accelerating the development
innovative therapies with characteristics differing from
of these compounds.
existing therapies based on the pathogenic
mechanisms of psychiatric diseases at the genetic and
molecular level. Overseas, we are searching for drug
Enhance Overseas Development Functions
as a Basic Strategy for Global Development
discovery targets and conducting research on genetic
We have set up the Global PMC to discuss research
diagnosis primarily for Alzheimer’s disease at the
and development strategies from a global perspective,
Karolinska Institutet Sumitomo Pharmaceuticals
including operations in North America, where
Alzheimer Center (KASPAC), DSP’s research laboratory
development has been strengthened by the addition of
within the Karolinska Institutet of Sweden.
Sepracor as one of our subsidiaries. With these and
other measures, we will work to optimize the Group’s
portfolio and to establish global development as a
fundamental strategy, sharing our focus therapeutic
Annual Report 2010
17
area and challenge therapeutic areas throughout the
DSP Group.
Promotion of Alliances and In-Licensing
through Strategic Investment
The merger between the two U.S. subsidiaries in
April 2010 has raised the efficiency of development
From the standpoint of expanding our pipeline, we will
functions in North America. In Japan, DSP’s Strategic
also fully leverage Sepracor’s existing information
Planning & Management Division has enhanced its
network, knowledge and expertise as we actively
portfolio and project management functions to promote
promote alliances and in-licensing through strategic
globalization. Looking ahead, in addition to functional
investment.
enhancement, we will actively pursue synergies through
sharing of knowledge and employee exchanges
will encourage in-licensing of products that can be
between employees in Japan and the U.S.
launched quickly, with an emphasis on products in
Seek Various Measures to Expedite R&D
For products in the later stages of development, we
areas such as CNS where we can make use of our
domestic sales and marketing infrastructure.
We are taking various measures to expedite R&D and
raise operating efficiency. Specifically, we are able to
will also consider alliances and in-licensing, mainly in
efficiently confirm POC with the shortest amount of time
our focus therapeutic area and challenge therapeutic
and fewest resources possible. We subsequently make
areas, for the purpose of enhancing and supplementing
the go/no go decision based on those study results and
our pipeline.
For products in early stages of development, we
on an assessment of commercial viability. The Drug
Research Division is now in charge of the R&D process
Products in Development
through confirming POC to ensure a seamless transition
from research to development. To expedite R&D, we
utilize a screening cascade (evaluation steps and
selection criteria for new drug candidates) in the drug
discovery stage and proactively incorporate
extemporaneous preparation, microdosing, and global
clinical studies in the development stage.
18
Dainippon Sumitomo Pharma Co., Ltd.
▶ CNS Area
In December 2009, DSP submitted a new drug
application (NDA) to the U.S. Food and Drug
Administration (FDA) for lurasidone, an agent for the
potential treatment of schizophrenia that DSP has
been developing as a global product. The NDA was
accepted in March 2010, and we have been notified
that the review completion date will be at the end of
October 2010. Accordingly, we anticipate launching
lurasidone in the U.S. in the first quarter of 2011 for
the indication of schizophrenia. We also plan to add
new indications, and clinical studies of lurasidone for
the potential treatment of bipolar disorder are
currently at the Phase III stage. A pan-Asia study in
Japan, Korea and Taiwan is also at the Phase III
stage for schizophrenia.
Additionally, our U.S. subsidiary, Sepracor, has
Also, in January 2010, we obtained approval for a new
filed an NDA for STEDESA™, an antiepileptic agent.
indication and dosing regimen of MEROPEN®, a
Sepracor has received a complete response letter
carbapenem antibiotic related to treatment of febrile
indicating that the application will not be approved as
neutropenia. In May 2010, we filed an application for
of this time. Following discussions with the FDA, we
partial change of the dosage and administration of
are currently working toward early approval.
MEROPEN® for serious illness and intractable cases of
general infections.
Other compounds in current clinical studies
include SEP-227900, a potential treatment for
In China, the DSP Group is engaged in Phase III clinical
improvement of cognition, neuropathic pain and
studies of amrubicin hydrochloride (brand name in Japan:
Alzheimer’s disease; and SEP-228432, a potential
CALSED®) for the treatment of small cell lung cancer.
treatment for attention-deficit hyperactivity disorder.
Both are at the Phase I stage.
▶ Specialty Areas
A new drug application was filed with Japan’s Ministry
of Health, Labour and Welfare for MIRIPLA®, a
treatment for hepatocellular carcinoma that was
launched in January 2010. In June 2009, we obtained
approval for an additional indication and a new dosing
regimen for AmBisome® with respect to infections
caused by Mucor species and species of a few other
genera, as well as treatment of visceral leishmaniasis.
New Drug Candidate Profile
▶ Cardiovascular & Diabetes
In May 2010, we launched METGLUCO®, an oral
hypoglycemic agent licensed from Merck Santé. In
September 2009, we filed a new drug application for
repaglinide, a potential treatment for diabetes intended
to improve postprandial hyperglycemia that was
licensed from Novo Nordisk A/S. We also started Phase
III for combination therapy with biguanide/thiazolidine.
Ranirestat, a potential treatment for diabetic neuropathy
with strong market potential, is currently in a joint
Phase II clinical study with Kyorin Pharmaceutical Co.,
Lurasidone
Lurasidone is a new psychotropic drug that DSP
has been developing globally for the treatment of
schizophrenia. The NDA submitted to the FDA in
December 2009 is currently under review. If
approved, we anticipate launching lurasidone in the
U.S. in the first quarter of 2011 and are currently
preparing for commercialization with Sepracor, a
subsidiary of DSP since 2009.
Lurasidone is an atypical antipsychotic agent
with a unique chemical structure. In clinical studies,
it has demonstrated significantly greater
improvement versus placebo in the Positive and
Negative Syndrome Scale (PANSS) total score.
Lurasidone was generally well-tolerated, with very
limited reports of weight gain, increased lipids and
movement disorders. Existing antipsychotics are not
satisfactory in many patients. Lurasidone is
expected to be a new treatment option for these
patients and their families as well as medical
professionals.
DSP is currently conducting a multinational
joint clinical study in Japan, Korea and Taiwan, and
is aiming for early approval and launch in Japan.
Moreover, global Phase III clinical studies for bipolar
disorder are currently in progress. We have been
diligently expanding the potential of lurasidone, not
only for the U.S., but as a global strategic product.
Members of
Lurasidone Business
Development &
Management
Annual Report 2010
19
Ltd. We have granted Eisai Co., Ltd. the development
bronchial asthma and allergic rhinitis, is at the Phase I
and marketing rights for this compound outside of
stage. SMP-028, a promising agent based on a new
Japan. Furthermore, clinical studies in Japan for
mechanism of action for the treatment of bronchial
DSP-8153 for hypertension, a combination product of
asthma, is at the Phase I stage in the U.S. and Europe.
amlodipine besilate (AMLODIN® calcium channel
Additionally, DSP has started Phase I clinical studies for
blocker) and irbesartan
(AVAPRO®
angiotensin II
SMP-028 in Japan.
receptor blocker) are at the Phase II stage. Clinical
studies currently at the Phase I stage for potential
treatment of diabetes include: DSP-7238, developed
from DSP research, in Europe; DSP-3235, licensed
from Kissei Pharmaceutical Co., Ltd., in Japan; and
DSP-8658, developed from DSP research, in the U.S.
▶ Respiratory
In the U.S., clinical studies are at the Phase III stage for
OMNARIS® HFA Nasal MDI, a new formulation of
Sepracor’s allergic rhinitis treatment OMNARIS®. A new
pediatric indication for ALVESCO®, one of Sepracor’s
existing treatments for asthma, is at the Phase II stage.
In Japan, DSP-3025, a potential treatment for
New Drug Candidate Profile
▶ Other Areas
In April 2009, DSP obtained approval in Japan of
GASMOTIN®, a gastroprokinetic agent, for an
additional indication as an adjunct to pretreatment with
an orally-available gastrointestinal lavage solution for
barium enema X-ray examination. SMP-986, a potential
treatment for overactive bladder syndrome developed
in-house, is at the Phase II stage in the U.S., Europe
and Japan. This compound is expected to ease urinary
urgency and effectively reduce the frequency of
urination and incontinence.
STEDESA TM
STEDESA™, the U.S. trade name for eslicarbazepine
acetate, has the potential to be a meaningful new
treatment option for patients with epilepsy. A
voltage-gated sodium channel blocker initially
intended for use as an adjunctive therapy to reduce
the frequency of partial-onset seizures in adults (18
years of age and older) with epilepsy, STEDESA™
also offers the potential benefits of once-daily dosing
and a reduction in side effects as demonstrated by
clinical studies.
While the precise mechanism(s) by which
STEDESA™ exerts its anticonvulsant actions are not
fully characterized, studies indicate that upon
ingestion, eslicarbazepine acetate is extensively
converted to eslicarbazepine, which stabilizes the
inactive state of voltage-gated sodium channels. It
has also been shown to inhibit the T-type calcium
channels, which may further contribute to its
anticonvulsant effect.
The product candidate was in-licensed from
Portugal-based pharmaceutical company BIALPortela & Ca, S.A., and an NDA for STEDESA™ has
been submitted to the FDA. We look forward to
meeting the needs of those patients whose seizures
are not controlled successfully with their current
epilepsy medications.
The STEDESA Joint
Steering Committee
(Sepracor)
20
Dainippon Sumitomo Pharma Co., Ltd.
New Drugs in the R&D Pipeline
Product
/Code Name
Generic Name
Formulation Therapeutic
Indications
Country/Area
Development Stage
Phase
I
Phase
II
Phase
III
Remarks
NDA
Filed
CNS
SM-13496
lurasidone
hydrochloride
STEDESA™
SEP-227900
eslicarbazepine
acetate
TBD
Pan-Asia study
(Japan, Korea and Taiwan)
Schizophrenia
U.S.
Bipolar disorder
U.S. and
Europe, etc.
Epilepsy (adjunct)
U.S.
Epilepsy (adult monotherapy)
U.S.
Oral
Cognition/Pain/Alzheimer’s disease
U.S.
Developed in-house (Sepracor)
Attention-deficit hyperactivity
disorder
U.S.
Developed in-house (Sepracor)
Neurogenic orthostatic
hypotension
U.S. and
Europe
Out-licensed to Chelsea Therapeutics
International, Ltd.
Intradialytic hypotension
U.S.
Fibromyalgia
U.K.
Oral
Insomnia
Japan
Out-licensed to Eisai Co., Ltd.
Oral
Diabetes/Rapid
insulin secretagogue
Japan
In-licensed from Novo Nordisk A/S
Diabetes (combination therapy
with biguanide)
Japan
Diabetes (combination therapy
with thiazolidine)
Japan
Diabetic neuropathy
Japan
Developed in-house; Co-developed
with Kyorin Pharmaceutical Co., Ltd.
U.S., Canada
and Europe
Out-licensed to Eisai Co., Ltd.
Oral
SEP-228432
TBD
Oral
DOPS
droxidopa
Oral
1
LUNESTA
2
eszopiclone
Developed in-house
Schizophrenia
Oral
In-Licensed from BIAL-Portela & Ca, S.A.
Diabetes/Cardiovascular
SMP-508
AS-3201
repaglinide
ranirestat
Oral
DSP-8153
amlodipine
besilate
/irbesartan
Oral
Hypertension/
Combination product
Japan
Developed in-house
DSP-3235
TBD
Oral
Diabetes/
SGLT1 inhibitor
Japan
In-licensed from
Kissei Pharmaceutical Co., Ltd.
DSP-7238
TBD
Oral
Diabetes/DPP IV inhibitor
Europe
Developed in-house
DSP-8658
TBD
Oral
Diabetes/
PPARα/γ modulator
U.S.
Developed in-house
OMNARIS ® HFA
Nasal MDI
ciclesonide
Collunarium
(New formulation)
Allergic rhinitis
U.S.
In-licensed from Nycomed S.C.A., SICAR
ALVESCO ® HFA
ciclesonide
Inhaler
(New indication) Asthma
(Pediatric: age range TBD)
U.S.
In-licensed from Nycomed S.C.A., SICAR
DSP-3025
TBD
Bronchial asthma,
Allergic rhinitis/
TLR7 agonist
Japan
Developed in-house
Europe
Developed by AstraZeneca PLC
SMP-028
TBD
Bronchial asthma
Japan
Developed in-house
Respiratory
Oral
U.S. and
Europe
Others
MEROPEN ®
meropenem hydrate
Injection
(Change of the maximum daily dose) Japan
Severe/refractory infection
Developed in-house
CALSED ® 1
amrubicin
hydrochloride
Injection
Small-cell lung cancer
China
Developed in-house
U.S. and
Europe
Out-licensed to Celgene Corporation
(former Pharmion Corporation)
Japan
Developed in-house
SMP-986
TBD
Oral
Overactive bladder
U.S. and
Europe
AG-7352
TBD
Injection
Cancer
U.S. and
Canada
1. Product name in Japanese market. Product name for overseas markets is to be decided.
2. Product name in U.S. market.
Out-licensed to Sunesis Pharmaceuticals, Inc.
(As of July 30, 2010)
Annual Report 2010
21
Manufacturing
We provide a stable supply of products with quality at a
global level.
Global-Minded Supply Chain
DSP’s supply chain management is assumed by the
Manufacturing Division, which combines
manufacturing, logistics and shipping functions to
provide a stable supply of products to all customers.
To maintain an optimal product supply system, DSP
runs the four factories in Japan as its primary
manufacturing bases, while also forming alliances with
domestic and overseas contract manufacturers.
Under the second Mid-term Business Plan, we
plan to further expand overseas sourcing of active
pharmaceutical ingredients and conduct some
manufacturing at overseas factories as we move
toward globalization. In upgrading our overseas
manufacturing network, in addition to manufacturing
at our own facilities, we will promote contract
manufacturing under technology tie-ups. This
approach is exemplified by MIRIPLA®, which is
manufactured by Pierre Fabre in France.
In Japan, we are currently establishing a
production and supply system for lurasidone to
prepare for its anticipated launch in the U.S. in the
first quarter of 2011.
Quality Assurance
The production of pharmaceuticals requires a highlevel quality assurance system. Therefore, rigorous
Good Manufacturing Practice (GMP) standards have
been established in many countries.
The pharmaceuticals manufactured by DSP are
exported around the world after obtaining approvals
by the authorities of the importing nations, including
the FDA and the EMEA, and must meet local and
global GMP standards. Strict guidelines are set
especially in Japan, the U.S. and Europe, through
22
Dainippon Sumitomo Pharma Co., Ltd.
the ICH (International Conference on Harmonisation)
and require a world-class level of quality assurance.
Standards for quality assurance at the global
level are expected to become increasingly rigorous.
Therefore, DSP’s manufacturing and quality assurance
units and other related units will continue to work in
concert to maintain and enhance the level of quality
assurance.
A Trusted Manufacturing Division
DSP is striving for customer-oriented product
development. For example, we have responded to
requests from medical institutions and patients by
improving package and label designs in an effort to
help prevent medical errors.
We also continuously work to reduce production
costs through labor-saving measures such as
automation of facilities and by optimizing production
sites. Moreover, as part of our commitment to ecofriendly production activities, we are thoroughly
reducing waste and introducing co-generation
systems.
Overseas Plants
The plant at Sumitomo Pharmaceuticals (Suzhou) Co.,
Ltd. in China serves as our own production facility and
packages products for sale in the local market. In
addition, the factory of Kyowa Hakko Pharmaceuticals
(Suzhou) Co., Ltd., which DSP acquired in 2008, will
begin the packaging process in 2011 and is
scheduled to start fully integrated production, from
formulation to packaging, in 2014.
In North America, we are making preparations for
the creation of a cooperative system with Sepracor.
Production Sites
Suzuka Plant
The Suzuka Plant, our main factory, is a facility that is
compliant with cGMP (U.S. current GMP). A state-of-the-art
formulation facility was constructed in 2008 and began
operation in early 2009. The plant maintains integrated
pharmaceutical manufacturing facilities at which a full range
of operations are conducted, from production of active
pharmaceutical ingredients and finished products to
packaging. Products manufactured at Suzuka include
LONASEN®, PRORENAL®, GASMOTIN® and EBASTEL®.
Ibaraki Plant
This plant, which is also the main base of the Technology
Research and Development Division, is an R&D-driven
pharmaceutical plant able to accommodate new products
and technologies in a flexible manner. It produces drugs in
broad range of dosage forms, including AMLODIN® and
various investigational new drugs.
Ehime Plant
One of the world’s largest biopharmaceutical production
facilities, the Ehime Plant manufactures a stable supply of
biopharmaceuticals, which demand high-precision
technology. The plant produces crude intermediate solution
of SUMIFERON® and CALSED®, a sterile freeze-dried
formulation.
Oita Plant
The Oita Plant is our core facility for active pharmaceutical
ingredients and its equipment is cGMP-compliant. The plant
produces MEROPEN®, from active ingredient to finished
product, and supplies it to the domestic and overseas
markets. It also produces the active pharmaceutical
ingredients for AMLODIN®, DOPS® and other products.
Annual Report 2010
23
Marketing
We plan to raise our global presence by concentrating sales
resources on our focus marketing areas.
Marketing
Strategy
医薬品事業
売上高目標
(地域別)
Pharmaceutical Sales Target
Strategic Priority 3,750億円
¥375.0 billion
During the second Mid-term Business Plan (2nd MTBP),
we aim to raise overseas sales of the pharmaceuticals
business to 50 percent of consolidated net sales and
中国
北米
2,368億円
establish two solid mainstreams of revenue, one from
China
domestic operations and the other from international
North America
¥236.8 billion
operations.
国内
In Japan, we will work to increase the ratio of new
Japan
drugs in our product portfolio, and to maximize
earnings by positioning cardiovascular/diabetes, central
nervous system (CNS) and cancer/infectious diseases
2010年
2015年
(3月期)
as our(実績)
focus marketing areas.
(目標)
Fiscal 2009
(Actual Result)
In North America, we will focus on maximizing
※セプラコールの2009年12月期すべての売上高を単純合算すると3,285億円
Fiscal 2014
(Target)
Note: Simple total including all of Sepracor’s sales for calendar year 2009: ¥328.5 billion
sales of new products such as lurasidone while
securing sales for existing products in the CNS and
respiratory areas. In China, in addition to increasing
sales of existing products, we will further expand our
business by introducing new products.
医薬品事業
3,750億円
売上目標
(領域別)
15%
循環器、糖尿病
15%
スペシャリティ領域
癌、感染症、呼吸器他 ●
2,360億円
30%
25%
China
210
消化器、アレルギー他
●
U.S.
Expand sales of existing products
Introduce new products
1,190
MRs
MRs
25%
30%
45%
Japan
精神神経領域
2014年度目標
Area-based Marketing Structure
(As of March 31, 2010)
24
Dainippon Sumitomo Pharma Co., Ltd.
Strengthen existing product franchise
●
Enhance commercial operations
for anticipated launch of lurasidone
1,440
15%
2009年度予想
●
MRs
●
Maximize product value
●
Maximize customer satisfaction
●
Improve management efficiency
Domestic Pharmaceuticals Business
Focus Marketing Areas
Domestic Market
Cardiovascular/diabetes, CNS and cancer/
infectious diseases
Net sales: ¥184.2
billion
Number of MRs: 1,440
Key Products for Sales and Marketing
(Fiscal 2009)
Main Points of Key Measures
●
Maximize product value
●
Maximize customer satisfaction
●
Improve management efficiency
Strategic
products
AVAPRO® (cardiovascular),
LONASEN® (CNS), PRORENAL® (other)
New products
TRERIEF® (CNS), MIRIPLA® (cancer),
METGLUCO® (diabetes), etc.
Focus products
AMLODIN® (cardiovascular),
GASMOTIN® (other), MEROPEN® (infectious diseases), AmBisome® (infectious diseases), etc.
国内医薬品 売上高
戦略3製品
(億円)
Key
Measures
(億円)
2,000
1,842
In keeping with1,850
the strategic
priorities of1,765
the 2nd MTBP,
we have set our objective in domestic operations as
1,500
200
150
“we grow continually as an internationally competitive
R&D-oriented pharmaceutical company” and have
1,000
developed
sales strategies that emphasize
100
maximization of product value, maximization of
50
efficiency.
Enhanced
MR Training
アバプロ
ロナセン
(
プロレナール
1,845
As customer needs become more diverse and
sophisticated, we believe it is an
160
important
154challenge
148
1,50
representatives (MRs) in the 105
industry. MRs are not only
required to 80
have a high level of specialized knowledge,
1,00
37
proactively
anticipate
34 customer needs, offering
15
information
in both a timely and appropriate manner.
raise product
value’
and maximize
sales,
we will
(3月期)
’
09
10
’
11
0
(予想)
concentrate sales resources on the focus
marketing
’
09
Accordingly,
together
with
enhancement
of
our
’
10
’
11
’
09
’
10
’
11
’
09
’
10
’
11 (3月期)
(予想)
(予想)
training program
to raise MRs’
specialization (予想)
in each
areas and key products we have defined.
therapeutic area, we are also establishing a variety of
training opportunities and initiatives aimed at cultivating
In addition, we will further promote transfer of
responsibilities to the Regional Division to quickly
MRs who are trusted and respected by customers.
entrench the Regional Division System instituted in June
Specifically, besides programs to enhance
2009 and conduct efficiency-oriented, community-
specialization in the areas of cardiovascular and CNS,
based sales activities from the viewpoint of
we are conducting education/training and various
50
2008
management.
Domestic Pharmaceuticals Sales
Three Strategic Products
(Billions of yen)
(Billions of yen)
200
185.0
184.2
20
AVAPRO®
LONASEN ®
PRORENAL®
176.5
150
15
100
10
50
5
14.8
15.4
16.0
10.5
8.0
6.3
3.7
3.4
1.5
0
’
08
’
09
’
10
(est.)
(FY)
0
2,00
to
cultivate the highest level of specialized medical
63
but to also be keenly aware
of patients’ viewpoints and
500
customer
satisfaction and improvement of management
0To
MR
’
08
’
09
’
10
(est.)
’
08
’
09
’
10
(est.)
’
08
’
09
’
10
(FY)
(est.)
Annual Report 2010
Operating income
25
measures to develop MRs who are better able to
respond to customer needs with patients’ viewpoints.
Focus Marketing: Strategic Products
Cardiovascular/Diabetes
In the cardiovascular area centered on hypertension,
DSP strives to be a partner in treatment as a
pharmaceutical company handling a variety of antihypertensive products with a lineup consisting of an
ARB, calcium antagonist, diuretic, ACE inhibitor and
beta blocker.
While we are concentrating sales and marketing
resources on our strategic product AVAPRO®, a
therapeutic agent for hypertension, we are also
encouraging physicians to prescribe the drug in
combination with our focus product AMLODIN®, a
therapeutic agent for hypertension and angina pectoris.
For AVAPRO®, we are providing accurate information
AVAPRO® (Therapeutic agent for hypertension)
AVAPRO® is a long-acting ARB (angiotensin II receptor blocker)
with a long half-life in blood and a sustained hypotensive effect
lasting 24 hours. It has demonstrated good efficacy in lowering
blood pressure in patients with mild to severe hypertension.
This drug has already been launched in the U.S. and in Europe,
where it is marketed under the brand name of AVAPRO or
APROVEL, and substantial evidence has been accumulated
showing its renoprotective effect.
by doing e-promotion with our medical information site
and a pharmaceutical portal site and aim to increase
sales to ¥15.0 billion in fiscal 2014.
In the diabetes area, we launched METGLUCO®,
a biguanide oral hypoglycemic drug, in May 2010. DSP
also markets MELBIN®, a metformin drug like
METGLUCO®, and is providing information with the
purpose of promoting appropriate use of both
products, aimed at contributing to the treatment of
LONASEN® (Therapeutic agent for schizophrenia)
Type 2 diabetes.
Characterized by its strong blocking action and high
selectivity against dopamine-2 receptors and serotonin-2
receptors, LONASEN® has shown not only efficacy on
positive symptoms of schizophrenia, such as hallucinations
and delusions, but also on negative symptoms such as
affective flattening and decrease in motivation. It also has a
low rate of extrapyramidal symptoms and few of the side
effects, such as weight gain and hyperprolactinemia, that
are problematic with existing antipsychotic drugs.
CNS
As a pharmaceutical company handling therapeutic
agents for schizophrenia, anxiety, Parkinson’s disease
and epilepsy, DSP has established a unique position by
offering a number of atypical antipsychotics with
different characteristics.
In the CNS area, we are focusing on our strategic
product LONASEN®, an antipsychotic, and our new
product TRERIEF®, a Parkinson’s disease drug. We are
working to maximize the value of both products as
quickly as possible.
We also recognize the need to further boost our
presence in the CNS market with an eye on the launch
of lurasidone, a therapeutic agent for schizophrenia that
is currently under development. Therefore, in June
2009 we organized CNS Product Management &
Promotion Planning to unify promotional and marketing
functions in this area. Additionally, we have increased
26
Dainippon Sumitomo Pharma Co., Ltd.
PRORENAL® (Vasodilator)
This is the only drug indicated in Japan for lumbar spinal
canal stenosis. PRORENAL® improves blood flow to
nerve tissue compressed by changes in the vertebra
associated with aging. It thus improves symptoms such as
pain, numbness and intermittent claudication in the lower
extremities, contributing to improvement of patients’
quality of life.
Overseas Pharmaceuticals Business
the number of CNS specialist MRs to conduct
North American Market
proposal-based promotional activities covering major
psychiatric treatment facilities in Japan.
evidence and implementing product life cycle
billion*
Number of MRs: 1,190 (U.S.)
management (PLCM) and our CNS MRs will bring a
(Fiscal 2009)
Net sales: ¥28.6
For LONASEN®, we will focus on compiling
high level of specialty to sales activities. Our target for
sales is ¥22.0 billion in fiscal 2014.
Main Points of Key Measures
●
Cancer/Infectious Diseases
Strengthen existing product franchise
Enhance commercial operations for
anticipated launch of lurasidone
● In the area of infectious diseases, we work to contribute
to medical treatment mainly by promoting appropriate
use of MEROPEN®, a carbapenem antibiotic, while also
highlighting the advantages of
AmBisome®,
*Net Sales in January – December 2009: ¥120.4 billion
a
therapeutic agent for systemic fungal infection, and
Key Measures
HIBITANE®, a disinfectant.
In the cancer area, we launched
MIRIPLA®,
a
One of the key strategic priorities of the 2nd MTBP
therapeutic agent for hepatocelluar carcinoma, in
is to maximize earnings by expanding our overseas
January 2010. With this product, as well as the natural
operations. We plan to carry out this strategy by
interferon alpha
SUMIFERON®,
we aim to contribute to
strengthening Sepracor’s existing product franchises
the total care of liver diseases. We are also focusing on
in both the CNS and respiratory areas.
research in the cancer area with high medical needs
and work to fortify our development pipeline.
commercial organization in preparation for the
We also plan on enhancing Sepracor’s
potential approval of lurasidone, which could be
launched in 2011.
Other Areas
In other therapeutic areas, we will strive to expand
CNS
sales with our strategic product PRORENAL®, a
vasodilator, and our focus product
GASMOTIN®,
a
Lurasidone is currently under review at the U.S. Food
gastroprokinetic. For PRORENAL®, we are aiming for
and Drug Administration (FDA). Pending approval, it is
sales of ¥18.0 billion in fiscal 2014 by expanding the
our intention to ensure a successful product launch
market with education of patients about lumbar spinal
through enhancements to Sepracor’s commercial
canal stenosis in context of accelerated aging in
organization while we prepare for the anticipated
society, raising product recognition and compiling
commercialization of lurasidone in 2011.
evidence as a result.
To support these efforts, it is our current plan to
dedicate approximately 300 specialized medical
representatives (MRs) to lurasidone, composed of
existing Sepracor employees, as well as newly hired
staff. In utilizing existing employees, we seek to fully
leverage the advantage of Sepracor’s already
established sales network in the CNS area, built
through its success with LUNESTA®, a sedative
hypnotic. As lurasidone represents a different disease
category, we are in the process of designing an
intensive sales training program that is intended to
ensure that the MRs dedicated to lurasidone have the
specialized information necessary to achieve successful
sales results for this new product.
Annual Report 2010
27
Additionally, we are engaged in a variety of
strategic pre-launch activities intended to increase the
level of awareness of the names of both DSP and
Sepracor among key CNS stakeholders, including
academic societies and patient groups. In May 2010,
we participated in the 163rd Annual Meeting of the
American Psychiatric Association (APA), a critically
important opportunity to show our presence in the CNS
LUNESTA® (Sedative hypnotic)
area, to inform attendees about what we believe are the
A non-narcotic sedative hypnotic indicated for the
treatment of insomnia, including sleep onset and sleep
maintenance. While the precise mechanism of action is
unknown, the effect of LUNESTA® is believed to result
from its interaction with the GABA-A receptor complex
across α1, α2 and α3 receptor subtypes.
unmet medical needs of those patients suffering from
schizophrenia, as well as the health care professionals
who treat them. The APA also selected and displayed
at the meeting several posters that detail clinical data
for lurasidone.
To achieve ongoing success in marketing
XOPENEX®
(Short-acting beta agonist)
A bronchodilator indicated for the
treatment or prevention of acute
bronchospasm in patients with
reversible obstructive airway disease,
such as asthma or COPD. XOPENEX®
contains only the (R)-isomer of
albuterol, and is available for use with
either a nebulizer or metered dose
inhaler.
LUNESTA®, a non-narcotic sedative hypnotic indicated
for the treatment of insomnia, including sleep onset and
sleep maintenance, Sepracor continues to utilize an
effective, strategic mix of promotional initiatives
designed to position the product as a unique, safe and
effective alternative to competing products. Included in
this mix are both on- and off-line direct-to-consumer
marketing campaigns geared at getting patients who
suffer from insomnia to ask their health care provider
about LUNESTA® as a treatment alternative and the
benefits of continuing LUNESTA® therapy after
treatment begins.
pulmonary disease, continues to build volume through
Sepracor’s continued efforts to maintain or improve
high levels of unrestricted access to the product for
managed care patients. Sepracor also continues to
increase awareness of the product among those
Respiratory
physicians targeted as top prescribers.
XOPENEX®,
one of Sepracor’s major products, is a
short-acting beta agonist for the treatment of
used to treat the symptoms of allergic rhinitis. Product
constricted airways often experienced by patients with
performance is strong, with a high double digit growth
asthma. It is available in two different formulations:
rate, and is supported by a series of innovative
XOPENEX® Inhalation Solution is used with a nebulizer;
television commercials as a means of increasing brand
XOPENEX®
awareness among patients. Additional focused sales
HFA is delivered via a metered dose inhaler
for fast-acting relief of symptoms associated with
and marketing programs continue to result in positive
asthma, such as difficulty breathing. To achieve
gains in market share.
continued commercial success, Sepracor has created a
sales team dedicated to the asthma marketplace and
treatment of asthma. To leverage its strategy of creating
will maintain its established strategy of targeting high-
a sales force dedicated to the asthma market, Sepracor
prescribing physicians, including pediatricians, to
will continue to promote this product to physicians by
highlight the drug’s unique single-isomer form.
highlighting its unique ability to provide symptom relief
Additionally, Sepracor will continue to encourage initial
directly to the lungs. In promoting product awareness
use by patients through the offering of product samples.
and use among patients, Sepracor will promote
BROVANA®, a long-acting beta agonist designed
as a maintenance treatment for chronic obstructive
28
OMNARIS®, an inhaled nasal corticosteroid, is
Dainippon Sumitomo Pharma Co., Ltd.
ALVESCO® is an inhaled corticosteroid for the
ALVESCO® by offering co-pay reduction cards to
encourage initial product trials.
Chinese Market
Net sales: ¥4.1
billion
Number of MRs: 210
(Fiscal 2009)
Main Points of Key Measures
●
Expand sales of existing products
●
Introduce new products
Key Measures
hospitals in 27 sectors (major urban, administrative and
China’s high economic growth rate is reflected in its
self-governed areas) as of March 31, 2010. We plan to
pharmaceutical market, which is growing by
increase the number of MRs to 280 in December 2010
approximately 20 percent annually. This rapid market
to accommodate sales expansion.
expansion is projected to continue in the coming years.
The DSP Group is aggressively moving to expand sales
Future Business Expansion
of existing products and introduce new products in
Operations in China generated sales of ¥4.1 billion in
China with the goal of generating ¥10.0 billion in sales
fiscal 2009 and we are making steady progress toward
in 2014.
achieving ¥10 billion in sales in 2014. We are also
committed to introducing more of our products in
DSP currently sells four products in China:
MEPEM® (MEROPEN®), a carbapenem antibiotic;
China. We are currently developing CALSED®, a small-
ALMARL®, a therapeutic agent for hypertension, angina
cell lung cancer treatment. China has a high rate of lung
pectoris and arrhythmia; SEDIEL®, a serotonin agonist
cancer and, considering its population of 1.3 billion, we
antianxiety drug; and GASMOTIN®, a gastroprokinetic.
believe this will be a promising new product. Our
strategy will be to expand sales with aggressive
In order to quickly capture a share of this growing
market, we have reinforced and enhanced our sales
launches of our products and we plan to begin
structure, focused on departments that handle sales
development of LONASEN® during fiscal 2010.
promotion and marketing. We are expanding our
promotion area in stages, with 210 MRs covering
MEPEM® (MEROPEN®) (Carbapenem antibiotic)
The world’s first non-combination broad-spectrum carbapenem antibiotic,
this drug has a leading market share in Japan and about 30 other
countries. It has outstanding antibiotic activities against Gram-positive,
Gram-negative and anaerobic bacteria. This activity is especially strong
against Gram-negative bacteria such as Haemophilus influenza and
Pseudomonas aeruginosa.
Annual Report 2010
29
Non-pharmaceuticals Operations
We are leveraging our technology and expertise from the
pharmaceuticals business to expand in other business areas.
Animal Health Products
Taking a scientific approach to animal health, DSP sells
veterinary medicines, pet food and other products for
companion animals — primarily dogs and cats — as well as
farm animals such as cattle, swine, horses and cultured fish.
We have developed this business, making active use
of the technology and resources cultivated through
pharmaceutical operations including application of data
from human pharmaceutical research and development to
veterinary medicines.
We are focusing in particular on the companion
animal market. Our broad line of therapeutics includes
VICTAS®, an antibacterial preparation, and APINAC® for
treating canine chronic heart failure. PRONAMID®, Japan’s
first canine gastroprokinetic agent for the improvement of
gastrointestinal motility, which was newly developed as a
veterinary medicine from pharmaceutical product
GASMOTIN®. We are also aggressively developing new
products, including a treatment for canine idiopathic
epilepsy that is now in the clinical trial stage by newly
developing pharmaceutical product EXCEGRAN® as a
veterinary medicine.
Other products include canine and feline therapeutic
nutritional formulas under the Prescription Diet® brand of
Hill’s Pet Nutrition, Inc., and LifeChip, radio frequency
identification (RFID) microchips for dogs and cats. In
addition, we sell URSO® for farm animals and inactivated
iridovirus vaccine for aquaculture. We expect to put our
emphasis on sales of these types of products aimed at
disease prevention through immunostimulation to further
contribute to food safety and reliability.
On July 1, 2010, the animal health products business was split off into
a new independent subsidiary, DS Pharma Animal Health Co., Ltd. This
will allow it to develop the animal health products business more flexibly
and dynamically for further growth and expansion, while maintaining and
strengthening ties with pharmaceutical operations.
Food and Speciality Products
In the food and food additives business, DSP draws on
the natural material and processing technologies
cultivated in its pharmaceutical business to develop and
sell ingredients for use in manufacturing safe, high-quality
food products.
In the polysaccharide business, we provide a
diverse array of polysaccharide products tailored to
30
Dainippon Sumitomo Pharma Co., Ltd.
customer needs. They include GLYLOID® (tamarind
gum), the first product of this kind successfully produced
on an industrial scale, and ECHO GUM® (xanthan gum),
which the Company was the first to bring to the
Japanese market.
In the seasoning business, we utilize our extraction
and processing technologies to create an authentic and
delicious bouillon soup from safe and reliable livestock
ingredients.
In the sweetener business, DSP provides
MIRASEE®, a neotame preparation. Neotame is a highintensity sweetener with about 10,000 times the
sweetness of sugar and a clean taste.
DSP has been committed to its speciality products
business for more than 90 years. Main business areas
and products include electronic chemicals, chemicals for
personal care such as natural polysaccharides and their
derivatives, and pharmaceutical excipients. DSP is
leveraging its advantage as a pharmaceutical
manufacturer to expand its business as a chemical
supplier.
The Food and Speciality Products business merged with Dainippon
Sumitomo Pharma Group company Gokyo Trading Co., Ltd., and made a
new start as DSP Gokyo Food & Chemical Co., Ltd. on July 1, 2010. It
will work to expand business through its integrated research, development
and sales operations.
Diagnostics and Research Materials
We develop and sell useful diagnostics and research
materials to help ensure accurate and timely treatment
and to facilitate research related to medical care.
In the diagnostics business, we supply in-vitro
diagnostics with a focus on bone and calcium
metabolism and point-of-care testing (POCT) products
such as diagnostics for influenza and other infectious
diseases and for acute myocardial infarction.
The research materials business primarily supplies
products related to cell cultures, including cells, culture
media and serum. It also sells research reagents,
measuring instruments for research use and image
analyzers for small animals.
T he diagnostics and research materials business is handled by
Dainippon Sumitomo Pharma Group company DS Pharma Biomedical
Co., Ltd.
S ocial Responsibility of
Dainippon Sumitomo Pharma
Contents
Corporate Social Responsibility (CSR)
32
Initiatives for Patients and
Healthcare Professionals
34
Working with Society
36
Initiatives for Employees
37
Environmental Activities
38
Initiatives in Fiscal 2009
40
Annual Report 2010
31
Corporate Social Responsibility (CSR)
We view CSR as the daily pursuit of our mission by each
DSP member.
■ Corporate
Mission
To broadly contribute to society through value creation based on innovative research and development
activities for the betterment of healthcare and fuller lives of people worldwide.
■ Management
Mission
o contribute to healthcare and people’s well-being based upon the principles of patient-oriented
● T
management and innovative research
●
To continuously strive to maximize corporate value through constant business development and to
fulfill shareholder expectations
● To create an environment in which employees can fulfill their potential and increase their creativity
● To maintain the trust of society and to contribute to the realization of a better global environment
■ Declaration
of Conduct
The Declaration of Conduct is the cornerstone of our efforts to foster shared corporate values, to respond to the
demands of law and society from a perspective of CSR and to pursue our corporate activities.
1. C
ontribute to people's health, wellbeing and
happiness.
2. P
ursue trustworthy corporate activities.
3. Positively disclose information and properly
manage information.
4. H
elp employees demonstrate their abilities.
5. R
espect human rights.
6. Positively address global environmental issues.
7. B
uild harmonious relationships with society.
Fundamental Approach to CSR
Initiatives under the Mid-term CSR Policy
The mission of DSP toward society is given in the
company’s Corporate Mission, and the aim of its
operations, which are focused on its stakeholders, is
given in the Management Mission.
CSR for our company is the daily pursuit of our
mission by each DSP executive and employee, never
forgetting their position as a member of society. Always
keeping CSR at the front of our minds gives us a strong
desire to improve the quality of our corporate activities
with the aim of being a “company that fulfills missions”. In
turn, this serves as the source of our corporate branding.
We have also established the Declaration of Conduct as
the foundation for the CSR activities of each individual
We set and have been promoting activities under a Midterm CSR Policy that ended in fiscal 2009. The Mid-term
CSR Policy was aimed at adding value to our business
activities and enhancing our brand power and
competitiveness in response to the trust and expectations
of society. As a result, all executives and employees now
share the company’s philosophy and objectives, are
steadily increasing their awareness of CSR and taking pride
in the results they have produced under our various
initiative themes.
Under the second Mid-term Business Plan, which
started in fiscal 2010, we will continue to promote CSR
activities. We must, however, raise these activities to the
next level in an effort to cope with the changes to the
increasingly challenging domestic operating environment
and the changes in the operating environment as we move
toward globalization. Therefore, we have formulated more
advanced initiatives in line with the Declaration of Conduct
and will carry out our CSR activities according to the
content of these initiatives.
executive and employee.
32
Dainippon Sumitomo Pharma Co., Ltd.
Activities in Fiscal 2009
Items
Objectives
Main Results in Fiscal 2009
Establishment of our shared,
common values among employees
• Promoted C&S activities
Compliance
• Activities to firmly establish the common
values among employees
• Assessment of employee awareness and
feedback of the findings
• Reinforcement of the management system
• Maintenance and enhancement of
risk management systems
• Promotion of compliance education
Information management
• Positive information disclosure
Corporate governance
Risk management
• Reinforcement of information management
Provision of products
and services tailored to the needs of society
• Strengthening of new drug discovery
• Acceleration of the R&D process
Creation of opportunities
for communication
Contribution to society under
the slogan “Healthy Bodies,
Healthy Lives”
Development of mechanisms
and environments that enhance
employees’ initiative and creativity
Employee training
• Active engagement in PLCM to maximize
product value
• Effective utilization of proprietary advanced
technologies
• Enhancement of quality and safety of products
• Environment-friendly production and other
corporate activities
• Development of a system to ensure stable
supply of products
• Enhancement of customer satisfaction
• Development of systems to promote dialog
with stakeholders
• Enhancement of corporate name recognition
• Promotion of exchanges between DSP's
business locations and local communities
• Publication of detailed CSR report
• Contribution to the wellbeing of local
communities near DSP business locations
• Contribution to promotion of people's health
• Support for civic activities that conform
to DSP philosophy
• Effective use of human resources and
assignment of employees to workplaces
that best suit their aptitude
• Creation of a comfortable and safe
workplace environment
• Training and employment of skilled personnel
• Conducted awareness survey and publicized the results
• Continued initiatives for J-SOX
• Implemented in line with risk management program
• Implemented basic compliance training
• Had employees sign oath of ethical corporate behavior
• Made accurate and timely disclosure of significant management
information
• Took technological measures and revised rules to reflect changes in
the social environment and advances in information technology
• Utilized new techniques and methodologies (Electronic Data
Capture1, Adaptive Design2, etc.) and promoted thorough
standardization
• Promoted research tie-ups with outside research institutions
• Emphasized validation of pharmacological concepts, and
conducted research with a focus on formulating evaluation
procedures, selection criteria and target product profiles for new
candidate compounds
• Use of bio-markers
• Launched convenient orally disintegrating tablet that is easy to
take, easy to handle
• Advanced Omics analysis and development of proprietary
technology
• Began use of Product Information System
• Carried out green product development
• Created a backup system for alternate production, etc.
• Enhanced Product Information Center
• Established system for cooperation in external surveys, etc.
• Ran TV commercials, newspaper advertisements, etc.
• Participated in community activities
• Issued CSR Report 2009
• Participated in local community activities
• Contributed to promotion of people’s health
• Donated funds to three organizations
• Conducted interviews based on self-reporting
• Implemented health and safety campaign and took proactive
measures to prevent industrial accidents and injuries
• Enhanced level-based training, global personnel training and
personal development support
Notes: 1. Electronic Data Capture: A system for actively gathering clinical trial data via the Internet
2. Adaptive Design: Clinical trial design in which the results of an interim analysis are used to decide whether to change the trial design midway through the
trial, and whether to stop or continue the trial
Annual Report 2010
33
Initiatives for Patients and Healthcare Professionals
DSP will contribute to society by continuing to offer quality
products and services through its ordinary course of business in
response to the needs of society.
Responding to the Needs of Patients
Development of New Drugs that Meet
Patient Needs
Initiatives on PLCM in Response to
Patient Needs
Launch of MIRIPLA®, a Therapeutic Agent for
Hepatocellular Carcinoma
Original New Formulation Technology
SUITAB-NEX®
In January 2010, we launched the hepatocellular
Patients receiving drug therapy often have to deal
carcinoma therapeutic agent MIRIPLA®.
with the burden of medications that are hard to
swallow or difficult to use. Product Life Cycle
Various therapies are available for hepatocellular
carcinoma. However, anticancer drugs suspended in
Management (PLCM) is the process we use to
an oil-based imaging agent are administered through
continually improve our products to help lessen the
the hepatic artery using a catheter (a therapy known
burden on patients and make greater contributions to
as lipiodolization) for tumors that are growing fast or
medical care. One of our successes in this effort is
difficult to remove surgically.
SUITAB-NEX ® , a state-of-the-art formulation
MIRIPLA® was approved for the indication of
lipiodolization in hepatocellular carcinoma. MIRIPLA
technology that enables the evolution of “universal
®
design” drug formulations.
is first suspended in a special oily lymphographic
agent, which facilitates retention at the tumor site
is intended for ease of use by as many people as
when administered into the hepatic artery.
possible, not tailored to specific individuals.
Lipiodolization uses this property to retain the
anticancer agent in the tumor, making it effective in
universal design drug formulation: improvement of
killing the cancer cells.
palatability, improvement of stability, and improvement
of ease of handling. In consideration of small children
Adverse events such as vascular disorders in
Universal design refers to a product design that
With SUITAB-NEX®, we added three features to
the hepatic artery have been reported with preceding
and the elderly, we are making tablets more palatable
drugs that are used for lipiodolization in hepatocellular
by using a particulate coating on the active ingredients
carcinoma treatment. Other anticancer agents are
to lessen the unpleasant bitter taste when the tablet
unsuitable for use as a suspension in oil-based
disintegrates in the mouth. Additionally, we design
contrast agents because they are water-based, and
formulations to harden the tablets while maintaining
thus their retention in the tumor cannot be expected.
their ability to disintegrate quickly. This makes the
Because MIRIPLA® has high lipid solubility and
tablets easier to handle and improves their stability
excellent suspensibility, the suspension is easily
after opening, both in single-dose packages and
adjustable. In addition, it has good retention in the
no-packaging applications.
tumor, where its active substance is released gradually.
As a result, it has less impact on the body and is
AMLODIN® OD tablets and other products, is helping
expected to produce fewer side effects.
to improve treatment of hypertension and angina
pectoris.
Hepatocellular carcinoma affects an estimated
This new technology, already utilized in
70,000 people in Japan and 570,000 worldwide.
Patient expectations are high for MIRIPLA® and we
all of our products to meet the needs of patients,
We are committed to formulation expansion of
believe it can contribute significantly to the treatment
gradually lessening the burden for patients undergoing
of liver disease.
drug therapy and providing a greater contribution to
medical care.
34
Dainippon Sumitomo Pharma Co., Ltd.
New Personnel System
Experts
Creative Staff
Managers
Specialists
Job categories are classified by duties,
roles and expectations to clarify the
appropriate employment formats.
F (Fresh)
Creating Opportunities for Communication
(管理監督者
Product Information Center
comments on the website content and opinions
The Product Information Center was established to
related to their health issues from the patients who
handle internal and external inquiries concerning
requested our pamphlets. We are using this direct
DSP’s pharmaceutical products. The center receives
feedback of
toInquiries
provide appropriate
Subjects
(April 1, 2009 – drug
March information
31, 2010)
that directly addresses the feelings of patients and
an average of approximately 300 inquiries each day
Drug families.
formulation
their
their families and DSP medical representatives (MRs).
enhanced our e-mail magazines. In addition to the
The center conducts various initiatives that help
to improve relationships of trust with customers. For
On our site for healthcare practitioners, we have
Information / materials 8.5%
popular e-mail magazines
JWO and NEJM, we now
Law / systems / receipt 6.6%
example, the center uses DI-SaGaS and other
Discontinuation
/ distribution by
4.8%
have eight e-mail newsletters
categorized
internal
information
search systems, and maintains a
New Personnel
System
database of frequently asked questions to increase
the pharmaceutical industry. We strive to provide
8.3%
therapeutic area. This figure is one of the Other
highest
in
the speed and accuracy of responses. In addition,
timely and high-quality
information toクリエイティブ
increase
エキスパート
Experts are scrutinized
Creative Staff
Managers
responses
and secured
throughSpecialists
a
customer satisfaction.
mechanism of applying for approval of response
results, followed by approval
another
Job by
categories
aremember.
classified by duties,
roles and expectations to clarify the
In addition,
the centerappropriate
shares information,
F (Fresh)
employment formats.
MR
生産物流職
研究職
Requests for Pamphlets
営業職
標準業務系
スタッフ職
(Age)
70 and over
60∼69
and a summary of the response, with the MR in
50∼59
charge through e-mail notification.
General Health Information
Female
Male
40∼49(管理監督者)
30∼39
reflect what customers need.
働き方を明確にしています
フレッシュ
0
10∼19
Subjects of Inquiries (April 1, 2009 – March 31, 2010)
Clinical usage
23.6%
職群を区分し、ふさわし
20∼29
Under 10
Drug formulation
29.2%
スペシャリスト
職務・役割・期待によっ
企画系
Site of Gastrointestinal
スタッフ職
including questions from healthcare professionals
satisfaction by ensuring that its areas of focus clearly
マネージャー
(管理監督者)
開発職
研究補助職
Symptoms
Female
Male
The center also seeks to raise customer
研究補
標準業
スタッ
Safety
19.0%
Clinical usage
23.6%
from healthcare professionals, as well as patients and
29.2%
生産物
0
生産物流職
20
MR
40
60
研究補助職
80
Medical Information Website Initiative
120
開発職
Medical Information Sites on
DSP’s Website
(千kl/年)
(Japanese version)
100
最終処分量
’
90年度比率
80
196
140
160
(Requests)
企画系
スタッフ職
CO2排出量の推移
Information / materials 8.5%
Law / systems / receipt 6.6%
Discontinuation / distribution 4.8%
Other 8.3%
100
営業職
標準業務系
スタッフ職
Safety
19.0%
0
研究職
250
215
213
80.75
73.49
79.99
60
200
150
We have a website dedicated to patients and their
families, and everyone who hopes to have
Requests for Pamphlets
informational pamphlets on diseases can request
40
70 and over
them
through it. In 2009, we were pleased
to receive
Site of Gastrointestinal
20
(Age)
60∼69
continuous
Symptoms
Female
Male
requests from individuals from a wide
Health Information
50∼59of ages. At the same time, weGeneral
range
received
their
Female
Male
37.56
50
0
Site of Gastrointestinal
0
Symptoms
’
90
40∼49
30∼39
20∼29
10∼19
100
0
’
07
20
’
08
’
09
40
20
40
General Health
Information
0
60
80
Annual Report 2010
100
35
Working with Society
We proactively conduct initiatives that help to realize
our corporate slogan – “Healthy Bodies, Healthy Lives”.
Our Approach to Social Contribution
As a good corporate citizen, we respect the local
culture and traditions wherever we do business and
contribute to the development of our communities
through our corporate activities. To that end, DSP
prompts each of its employees to be aware of their
responsibility as members of their local communities,
think what they can do for the community and act
for its continued development. As a company
specializing in life sciences, DSP remains committed
to contributing to the well-being of local communities
to build harmonious relationships with society.
Donations by Employees
DSP’s social contribution activities include fundraising from executives and employees of DSP and
its group companies, as well as donations from the
companies themselves. These funds are donated
to organizations as determined by employees and
help to support the Company slogan, “Healthy
Bodies, Healthy Lives”.
In fiscal 2009, as in the previous year, donations
were made to Japan Hearing Dogs for Deaf People;
the non-profit organization “Asobi no Volunteer”,
which conducts activities including playful interaction
with sick children; and five Clubhouses recognized by
the International Center for
Clubhouse Development.
Through these activities, we
were able to reaffirm the
importance of taking the
initiative to address various
issues in society.
We provide support for training of
hearing dogs, which serve as “ears” for
the hearing impaired.
DSP provides support for
“Asobi no Volunteer”, which
helps sick children and their
families through playful
interaction.
36
Dainippon Sumitomo Pharma Co., Ltd.
Aid for Victims of the Haiti
Earthquake
The Dainippon Sumitomo Pharma Group donated
relief funds totaling ¥10 million for the damage
caused by the magnitude 7.0 earthquake that
struck Haiti in January 2010. The funds were
donated by DSP and its U.S. subsidiary, Sepracor,
through the Japanese Red Cross and the American
Red Cross, respectively.
Japan Epilepsy Research Foundation
This foundation operates using funds from DSP
and other contributors and holds research
conferences, publishes literature and engages in
other efforts aimed primarily at furthering the
research and treatment of epilepsy. In fiscal 2009,
the foundation helped subsidize the work of 15
epilepsy researchers. DSP will continue to contribute
to the medical care and well-being of society by
providing support for this foundation.
TOPIC
Acorn Collecting for Local Schoolchildren at the Osaka Center
Innocent Cries of Delight Ring Out in the Autumn Skies
In addition to company-wide activities such as donation
campaigns, each DSP work site conducts social
contribution activities tailored to the needs of its local
community. The Osaka Center, as part of its local
activities, supports field trips each fall for
neighborhood kindergarten and first-grade students.
In 2009, the center held an acorn collecting event
on its premises, an activity that fewer and fewer children
have been able to experience in recent years.
Children squeal with delight as they collect acorns.
Initiatives for Employees
We believe that energizing the organizational climate and
providing a challenging, secure workplace are key CSR issues.
Promotion of C&S Activities
As DSP takes a major step forward, all employees
must share the company’s values, change their
thinking and boldly work on their respective missions
in order to continue to be a “company that fulfills
missions”.
We have therefore adopted the mottos “Change
for Challenge!” and “Seek Something New!” to inspire
employees to work on the various tasks involved in
achieving their missions from a different perspective.
Under these mottos, we are working to foster a
corporate culture that embraces the new and to
promote a dynamic atmosphere aimed at realizing
our vision.
Each department in the company is now
implementing the “C&S” (the initial letters in the
mottos) Campaign to promote the spread and practice
of this thinking among employees. The C&S Campaign
has been a successful attempt to organize and share
anew the values of DSP with all company employees
and thus energize the organizational climate.
Ongoing Health and Safety Initiatives
and Their Results
At DSP, annual action plans based on the company-wide
Safety and Health Policy and the Mid-term Action
Plan are prepared for 11 business sites. Based on
these action plans, various health and safety activities
are implemented according to the kind of work
performed at each site, with a focus on health and
safety risk assessments, to prevent work-related
accidents before they occur. Ongoing measures
include training by job level, sharing of work-related
accident information to prevent similar accidents, and
initiatives during National Safety Week. As a result of
these initiatives, in fiscal 2009 three business sites
– the Ibaraki Plant, Oita Plant and Osaka Research
Center – achieved accident-free records (zero
lost-time and non-lost-time accidents). We will
continue to promote health and safety activities
throughout the company to maintain safe and
comfortable workplace environments and further
improve such environments.
New Personnel System
Crisis Management
DSP revised its personnel system in July 2010 with
an emphasis on shifting from integration to change.
In the former personnel system, which we
established after the merger in 2005, we had focused
first on unifying the systems of our former companies.
The revisions are aimed at reinforcing our corporate
competitiveness, promoting leaner organization and
supporting achievement of the Mid-term Business
Plan by raising our specialties to the world-class
level; enhancing the professionalism of all employees;
and further raising productivity.
Swift and sure action within the corporate structure is
needed in the event of an emergency such as a
major disaster or accident. We responded to the
worldwide H1N1 influenza pandemic according to
our prior plans. First, we set up a countermeasure
headquarters when the outbreak occurred and took
thorough measures at each site to prevent infections
and their spread. Departments also prepared for an
increase in absentees by rearranging work assignments
and taking other measures to ensure business
continuity. We revised our existing guidelines and are
prepared for a second wave of influenza. In addition,
we updated the Disaster Countermeasures Manual,
established a system for confirming the safety of
クリエイティブ
マネージャー
スペシャリスト
employees andエキスパート
generally strengthened
our ability
to
(管理監督者)
respond to an emergency
situation.
Furthermore,
we
MR
研究職
生産物流職
開発職
focused on enhancing
security
measures,
including
研究補助職
営業職
improving the storage
of important data
and installing
標準業務系
職務・役割・期待によって
企画系
スタッフ職
entry control systems at business sites.
職群を区分し、ふさわしい
スタッフ職
New Personnel System
Experts
Creative Staff
F (Fresh)
Managers
Specialists
Job categories are classified by duties,
roles and expectations to clarify the
appropriate employment formats.
働き方を明確にしています
(管理監督者)
フレッシュ
Annual Report 2010
37
Environmental Activities
DSP is working to reduce its burden on the environment in all of
its business activities by setting basic environmental policies and
recognizing its responsibility for its own environmental impact.
DSP’s Environmental Vision
DSP understands that the global environment
is entering a critical phase. As a company that
aims to protect people’s lives and their health,
DSP makes all-out efforts to realize a world
that is prosperous and nice to live in, by
proactively working for environmental protection
and creating a recycling-oriented society
through the company’s business activities.
Overview of the Environmental
Burden
DSP’s business activities affect the environment
in various ways at every stage, from research
and development through manufacturing,
logistics and marketing, up to the use of its
products by customers. All our employees are
aware of this environmental impact and work
to reduce the environmental burden.
Corporate
CorporateMission
Mission
Basic
Basic
Environmental
Environmental
Policies
Policies
Environmental
Environmental
protectionactivities
activities
protection
involving the
involving
the
whole company
whole company
Toformulate
formulatebasic
basic
To
environmentalpolicies
policies as
as
environmental
pillarsofofenvironmental
environmental
pillars
activitiesthat
thatthe
thecompany
company
activities
shouldundertake.
undertake.
should
Compliance with
Environmental
Compliance with
Environmental
protection activities laws and regulations,
regulations,
protection activities laws and
and voluntary
for regional
and initiatives
voluntary
forcommunities
regional
initiatives
communities
Mid-term Environmental Plan
Mid-term
Environmental Plan
Annual Implementation Plan
Annual Implementation Plan
DSP will proactively address
DSP
will environmental
proactively address
global
issues.
global environmental issues.
Dainippon Sumitomo Pharma Co., Ltd.
To formulate a Mid-term
To formulate a Mid-term
Environmental Plan comprising
Environmental Plan comprising
specific measures for
specific measures for
implementing the basic
implementing the basic
environmental policies.
environmental policies.
Water
Water
Consumption
Consumption
Total energy consumption:
consumption:
49,554 kl
Raw
Rawmaterials
materialsfor
forproducts
products
(excluding
(excludingmetals):
metals):4,894
4,894t t
(PRTR
(PRTRsubstances
substancesininthe
theabove:
above:
2,042
2,042t)t)
Raw
Rawmaterials
materialsfor
forproducts
products
(metals):
(metals):99t t
Product
Productpackaging
packagingmaterials:
materials:
1,105
1,105tt
Tap
Tapwater:
water:
384,000
384,000t t
Electric power:
27,448 kl
Fossil fuels:
22,106 kl
(Gasoline in the above:
above: 1,810
1,810kl)
kl)
Industrial
Industrialwater:
water:
604,000
604,000t t
Ground
Groundwater:
water:
296,000
296,000t t
To formulate an Annual
To
formulate an Annual
Implementation
Plan as
Implementation
Plan
as
an action plan for
achieving
an
action
plan
for
achieving
the goals of the Mid-term
the
goals of the Plan.
Mid-term
Environmental
Environmental Plan.
The Declaration of
The
Declaration
Conduct
is the of
Conduct
is the
document
on which
document
on which
each employee
should
each
employee
should
rely while executing
rely
while executing
environmental
activities.
environmental activities.
Sales
Salesand
and
marketing
marketing
Head
Head office
office
Research
Research
and
and
development
development
Released into the
Released
into the
Atmosphere
Atmosphere
OUTPUT
OUTPUT
Declaration of Conduct
Declaration of Conduct
38
RawMaterial
MaterialConsumption
Consumption
Raw
Communication
Communication
Business
BusinessActivities
Activities
Education
and
Education
and
awareness
awareness
promotion
promotion
INPUT
maintainthe
thetrust
trustofofsociety
societyand
andtotocontribute
contribute
ToTo
maintain
the
realizationofofa abetter
betterglobal
globalenvironment
environment
toto
the
realization
Development
Development
productsand
and
ofof
products
technologies
technologies
withless
less
with
Promotion
environmental
Promotion
of of
environmental
business
activities
burden
business
activities
burden
with
less
with
less
environmental
environmental
burden
burden
Energy Consumption
Consumption
(kl crude oil equivalent)
equivalent)
Management
ManagementMission
Mission
Manufacturing
Manufacturing
CO2 emissions
CO
2 emissions
(from
energy sources):
(from
sources):
87,923energy
t
87,923 t
Organic chlorinated
Organic
chemicalchlorinated
substances: 23.7 t
chemical substances: 23.7 t
SOx: 0.1 t
SOx: 0.1 t
NOx: 20.3 t
NOx: 20.3 t
Ash dust emissions: 0.6 t
Ash dust emissions: 0.6 t
PRTR substances: 24.4 t
PRTR substances: 24.4 t
Prescribing
Prescribing
Logistics
Logistics
Released into
Released
into
Water
Systems
Water Systems
Total amount of
Total amount of
wastewater:
wastewater:
1,177,000
t
1,177,000 t
BOD: 20.7 t
BOD: 20.7 t
COD: 12.2 t
COD: 12.2 t
Phosphorus: 0.2 t
Phosphorus: 0.2 t
Nitrogen: 3.0 t
Nitrogen: 3.0 t
PRTR substances:
0.038
PRTR tsubstances:
0.038 t
Note: The BOD, COD,
nitrogen
Note: phosphorus,
The PRTR
BOD, substances
COD,
and
phosphorus,
shown
here arenitrogen
the
and PRTR
substances
amounts
released
into
shownwaterways
here are the
public
and
amounts systems.
released into
sewerage
public waterways and
sewerage systems.
Amount of Used
Amount ofand
Used
Containers
Containers and
Packages:
Packages:
1,105 t
1,105 t
Waste
Waste
Amount of waste produced:
Amount
11,040
t of waste produced:
11,040 t
Amount recycled: 4,739 t
Amount recycled: 4,739 t
Amount of final disposal: 35 t
Amount
of final disposal:
PRTR
substances:
1,832 t 35 t
PRTR substances: 1,832 t
Mid-term Environmental Plan (Fiscal 2009 -- Fiscal 2011)
DSP has formulated the Mid-term Environmental Plan to clearly define key objectives in environmental activities
and to form an action plan for achieving and continuously improving on these objectives. During fiscal 2009,
we made steady progress in most areas but fell short of some targets. We will continue activities for further
improvement.
Degree of progress: ◎ : Goal achieved ○ : Steady progress made toward objective △ : Progress somewhat behind schedule × : Progress significantly behind schedule
Goals of Special Importance
1. To enhance the environmental
preservation promotion system
Objectives
(1) To establish and implement a green procurement
system
To establish and implement a green logistics
(2)
system
To implement green product development
(3)
8. To support social contribution
activities
9. To enhance environmental
education
(4) To establish and implement a system for green
equipment designing
(1) To reduce atmospheric emissions
of dichloromethane, chloroform and
1,2-dichloroethane by 20% or more by FY2009
based on the FY2003 levels
[1] Numerical targets:
(1) To reduce CO2 emissions for the whole company to the
level of the benchmark year (FY2006) by FY2012
To improve the specific energy consumption and
(2)
CO 2 emission rate for the whole company by 1% or
more per year
[ 2] Activity targets:
(1) To promote greening of the company’s work sites
(2) To promote the introduction of energy-efficient
equipment and machinery at the company’s work sites
To promote the use of renewable energy at the
(3)
company’s work sites
To promote efficiency in all types of business
(4)
operations at the company’s work sites
(5) To promote visualization of energy use at work sites
(1) To promote the saving of resources
and recycling, and to reduce waste:
Maintain final landfill disposal by the entire
company at less than 1% of waste generated
To promote zero emissions:
(2)
・ A pplicable work sites (sites that discharge
industrial waste): Reduce final landfill disposal
of industrial waste to less than 1% of amount
generated (by FY2009)
・ Other sites (sites that do not discharge industrial
waste): Achieve complete recycling of recyclable
waste (by FY2009)
(1) To establish and implement environmental safety
measures in contract production
(1) To support environmental safety activities of group
companies
(1) To understand environmental risks that corporate
activities can present to the local community
To disclose suitable information to the local
(2)
community in an appropriate way
To participate actively in local environmental
(3)
activities
(1) To support and collaborate with environmentrelated social contribution activities
(1) To develop and implement educational programs
10. To train employees
(1) To train key persons in environmental management
2. To reduce emissions
of chemical substances
3. To promote energy saving and
prevent global warming
4. To reduce waste
5. To be conscious of environmental
safety in contract production
6. To promote communications
with group companies
7. To promote communications
with local communities
Progress in Fiscal 2009
Degree of Progress
(1) N
ow implementing standards for formulating guidelines and
guidelines for 4 types of items, including office supplies
(2) Now implementing green logistics guidelines
◎
(3) Implementing in Manufacturing Division and Technology
Research & Development Division
(4) Implementing in Manufacturing Division, Drug Research
Division and General Affairs Department
(1) C
ompared to FY2003, dichloromethane increased by
35%, 1,2-dichloroethane decreased by 71% (target
achieved), and chloroform decreased by 14%
◎
[1] Numerical targets:
(1) C
O 2 emissions for the whole company in FY2009 were
107.1% of the level in FY2006
(2) Specific energy consumption for the whole company
worsened by 1.5% and CO 2 emission rate worsened by
1.4%
[ 2] Activity targets:
(1) Green cover expanded at Osaka Center
(2) Considered various measures at each work site and in
Environment & Safety Department
(3) Considered various measures at each work site and in
Environment & Safety Department
(4) C
onsidered various measures at each work site and in
Environment & Safety Department
(5) Considered various measures at each work site
(1) Maintained at less than 1% (FY2009 result 0.3%)
◎
◎
×
△
×
○
○
○
○
○
◎
(2) Achieved zero emissions at sites that discharge
industrial waste (4 factories, 2 research laboratories).
Sites that do not discharge industrial waste
made progress in recycling recyclable waste
○
(1) M
anufacturing Division provided information to contract
manufacturers
(1) H
eld meeting in April 2009 to exchange information on
energy management of domestic group companies
(1) G
ained understanding of most risks, and are
implementing countermeasures
(2) Implementing appropriately
○
(3) Actively participating at each work site
○
(1) C
onsidered implementation within the framework for
CSR activities of the whole company
(1) C
reated and implemented a setup for education by
job level, education of all employees, and support for
education conducted by work sites
△
(1) Training taking place at each work site
○
Annual Report 2010
○
○
○
○
39
Initiatives in Fiscal 2009
We have evaluated our fiscal 2009 initiatives in the Mid-term
Environmental Plan, and will link the results to further progress.
Improvements in Environmental
Preservation Promotion Systems
At DSP, we are taking proactive initiatives to reduce
the burden on the environment throughout the
company. These include creating and implementing
environmental preservation promotion systems,
including green procurement, green logistics, green
product development, and green facilities design. In
エネルギー使用量の推移
エネルギー使用量の推移
fiscal
2009, we demonstrated concern for the
environment in various ways. Among our initiatives,
(千kl/年:原油換算)
(千kl/年:原油換算)
50.3
50.3 49.6
we 50
applied
green facilities
design
to49.6
the construction
50
45.9
of a new lodging45.9
facility
at the Sanda Training Center,
including
installation of EcoCute energy-efficient heat
40 40
pumps, LED lighting in training rooms, and
double-glazed
glass in guest rooms.
30 30
20.5 20.5
20 20
Reduction
of Chemical Substance
Waste
10
10
Dichloromethane, chloroform, 1,2-dichlorethane
and other chemical substances are causes of
0
0
atmospheric
implementing
’
91 pollution.
’
91 ’
08 ’
08DSP
’
09 is’
09therefore
’
10 (3月期)
’
10 (3月期)
countermeasures, such as installation of recovery
equipment. In fiscal 2009, the amount of chloroform
and 1,2-dichloroethane released into the atmosphere
declined in comparison to the previous fiscal year
but the amount of dichloromethane increased.
Dichloromethane emissions are expected to decline
dramatically as recovery equipment installed in the
new drug formulation facility at the Suzuka Plant
goes into full operation.
Efforts on Energy Conservation and
Global Warming Prevention
Measures to combat global warming are a top-priority
COissue
CO
2排出量の推移
2排出量の推移
廃棄物の推移
廃棄物の推移
around the world. At DSP, we are actively
taking advantage of new energy technologies that
(t/年)
(t/年)
(千t/年)
(千t/年)
reduce
100
100 CO 2 emissions and using energy efficiently in12,000
12,000
最終
89.1 89.1
all areas of our business.
At87.9
the87.9
same time, we are
’
91年
81.7 81.7
10,000
10,000
working
to
reduce
our
greenhouse
gas
emissions.
In
80 80
fiscal 2009, our company-wide energy usage and
8,000
8,000
CO260emissions were slightly lower than in the previous
60
fiscal year. While the start of full operation of the new 6,0006,000
drug formulation facility at the Suzuka Plant increased
40 4037.6 37.6
energy usage, the success of our energy conservation 4,0004,000
2,669.0
2,669.0
measures contributed to the overall decrease. We
20 20
2,000
2,000
made various investments related to reducing energy
443 4
use during the past fiscal year, including starting
0
0
0
0
(3月期)
’
91 of’
91
’
08 ’
08 ’
09 ’
09
’
10 (3月期)
’
10 at
’
91 ’
91
renewal
co-generation
facilities
the Central
Research Laboratories. We will continue our efforts
to reduce greenhouse gas emissions in all of our
business activities.
Note: CO2 conversion factors used in this publication use the values
prescribed within the company. Thus, the figures may differ from those
reported in accordance with the Law Concerning the Promotion of
Measures to Cope with Global Warming and other standards.
Energy
Energy
Consumption
Consumption
CO2CO
Emissions
2 Emissions
Waste
Waste
Recycling
Recyc
(Thousand
(Thousand
kl / Year:
kl / Year:
crudecrude
oil equivalent)
oil equivalent)
(Thousand
(Thousand
tons /tons
Year)/ Year)
(Tons (Tons
/ Year)/ Year)
50
50.3 50.3 49.6 49.6
50
45.9 45.9
100 100
Amoun
’90=1
12,000
12,000
89.1 89.1 87.9 87.9
81.7 81.7
40
40
80
80
30
30
60
60
40
4037.6 37.6
10,000
10,000
8,000
8,000
20
20
6,000
6,000
20.5 20.5
4,000
4,000
40
10
10
20
20
0
0
0
0
’
90
’
90 ’
07
Dainippon Sumitomo Pharma Co., Ltd.
’
07 ’
08
’
08 ’
09
(FY) (FY)
’
09
2,669.0
2,669.0
2,000
2,000
’
90
’
90 ’
07
’
07 ’
08
’
08 ’
09
(FY) (FY)
’
09
0
0
443 4
’
90
’
90
期)
Y)
Waste Reduction
Environmental Accounting Report – Summary
DSP actively employs the “3 Rs” (Reduce, Reuse,
DSP practices environmental accounting to obtain a
Recycle) to make effective use of finite resources. In
quantitative understanding of the investment in and
fiscal 2009, we reduced the amount of landfill (buried)
cost of environmental protection, and to determine the
waste generated by the whole company to just 7.6
effects of the investment and its cost-effectiveness.
percent of the level in fiscal 1990. This is the result of
our initiatives at each work site, including thorough
separation of waste and consignment of recyclable
Period covered: April 1, 2009 to March 31, 2010
materials
to outside waste disposal companies.
廃棄物の推移
We are also promoting zero emissions, defined
Scope: The entire company
(t/年)
(%)
発生量
as
less than 1 percent of the volume
of リサイクル量
landfill (buried)
100
12,000
最終処分量
waste produced.
Since fiscal 2008, we11,040.4
have
’
91年比率
10,462.3
achieved
or maintained
zero emissions at all of our
10,000
9,495.4
80
plants and research laboratories. At the Suzuka
8,202
7,615
8,000 landfill waste declined substantially
Plant,
to 2.2 tons
in fiscal 2009 from 9.8 tons in the previous fiscal year.
60
6,000
Recycling volume was down significantly
from
4,739
the
previous fiscal year, but this was due to the
4,000
temporary2,669.0
suspension of processing facilities at the
2,000
disposal
company, which14prevented
12 the Oita Plant
’
91
’
08
’
09
’
10
(3月期)
The total amount of environmental investment
in fiscal 2009 was ¥15 million. Major investments
included greenery work at the Osaka Center (¥9
40
million) and installation of emergency shutoff valves in
wastewater treatment facilities (¥4 million). The cost
20
of environmental protection in fiscal 2009 was ¥1,185
million, and the economic benefit from environmental
8
from recycling443
alkali waste.
0
Method of compiling: Compiled based on the “Environmental
Accounting Guidelines 2005” (Ministry
of the Environment, Japan)
0
protection measures was ¥25 million.
Environmental Accounting Results (Millions of Yen)
FY2007
Environmental investment
Cost of environmental
protection Economic benefit
Waste Recycling
(Tons / Year)
Waste generated
10,462.3
10,000
8,000
80
7,615
60
140
15
1,498
1,226
1,185
131
161
25
A more detailed report and environmental
performance data are available on our website:
URL
6,000
4,739
40
4,000
2,669.0
2,000
0
57
100
11,040.4
9,495.4
8,202
FY2009
Amount recycled (%)
Amount of final disposal
’90=100%
12,000
FY2008
14
12
443
’
90
’
07
’
08
http://www.ds-pharma.com/
csr/environmental_plan.html
20
8
’
09
(FY)
0
Annual Report 2010
41
Corporate Governance
Basic Approach to Corporate
Governance
DSP recognizes that strengthening corporate
governance is a key managerial responsibility to
ensure sustained augmentation of corporate value —
one of the missions entrusted to management by
shareholders and other stakeholders.
DSP has a corporate auditor system. With the
introduction of an executive officer system, the
Company separates management oversight from
operational execution in a way that promotes
delegation of authority while clarifying operational
responsibility, thereby realizing a faster and more
transparent decision-making process.
Factors that Could Significantly
Influence Corporate Governance
Holding a 50.22% share of voting rights, Sumitomo
Chemical Co., Ltd. is the parent company of DSP.
However, DSP is not subject to any restraints in its
business operations. One employee of the parent
company has been appointed as an outside
corporate auditor of DSP, but the management of
DSP is independent from the parent company since
no directors of Sumitomo Chemical sit on the Board
of Directors. DSP also retains some personnel
seconded from the parent company based on DSP’s
own judgment, but believes it has no influence on the
Company’s business operations. Respect for autonomy
is affirmed by the parent company and DSP’s
independence is maintained. Therefore, DSP believes
that having a parent company does not undermine
the interests of general shareholders.
Management Structure
コーポレート・ガバナンス体制図
The Board of株Directors
meets at least once a month. The
主 総 会
Chairman of DSP presides over the board meetings which
選任/解任
選任/解任
選任/解任
are attended by all the directors and all the auditors.
DSP has取締役会
a Management Committee, composed of
監査役会
会計監査人
監査 executive
監査役 several
取締役 officers, which serves as a
監査
選定/解職
監査 of DSP in his
consultative body
to assist the President
decision-making. As a rule, the Management Committee
convenes at代表取締役
least twice a month to deliberate on
important business matters, guided by the basic
policies made by the Board of 経営会議
Directors. As an additional
執行役員会
measure
to
ensure
that
top
managers
are fully aware of
内部監査部
the
operational
status
of
the
business
and
related
監査
important matters,
DSP
has
instituted
the
Executive
執行役員
Committee,
which consists of all the executive officers
各業務担当部門
and convenes at least once a month as a rule.
42
Dainippon Sumitomo Pharma Co., Ltd.
Audit System
DSP has appointed five corporate auditors, three of
whom are outside auditors. One of the outside
auditors is registered as an independent officer with
Tokyo Stock Exchange, Inc. and the Osaka Securities
Exchange. The outside auditors contribute statements
from their respective professional viewpoints, thus
enhancing the Company’s auditing system.
As a rule, the Board of Auditors, composed of
all the corporate auditors, meets once a month to
discuss and decide important audit-related matters
and review the agenda for board meetings. In line
with the audit policy and task allocation determined
by the Board of Auditors, each corporate auditor
endeavors to communicate with directors, the
employees belonging to the internal auditing department
and other relevant sections, the corporate auditors in
the parent company of the Company, and other
parties to gather information and maintain an
environment conducive to the auditing process.
Corporate auditors attend key business meetings
including those of the Board of Directors and the
Management Committee. They receive reports from
directors and employees on the status of task execution,
requesting explanation as necessary and viewing
significant approval forms and other documents. This
enables the Corporate Auditors to take a proactive
internal auditing stance, focusing in particular on
legal compliance and the efficiency of business
operations.
Internal audits are carried out by the Internal
Audit Department, which reports directly to the
President of DSP. The Internal Audit Department
conducts audits in accordance with the audit plan
Corporate Governance Structure
General Shareholders’ Meeting
Election/
Dismissal
Election/
Dismissal
Board of Auditors
Corporate Auditors
Accounting
Auditor
Board of Directors
Audit
Audit
Election/
Dismissal
Directors
Election/Dismissal
Audit
Representative
Directors
Management Committee
Executive Committee
Internal Auditing
Audit
Executive Officers
Departments
developed at the beginning of each fiscal year.
Accounting audits are handled by KPMG AZSA LLC.
Corporate auditors, accounting auditors and
internal auditors meet periodically to exchange
information and enhance cooperation.
Establishment of an Internal Control
System
The Board of Directors of DSP passed a resolution
on the basic policies for the establishment of a
system to ensure appropriate business operation.
The status of implementation efforts pursuant to the
basic policies for each year is reported at the Board
of Directors meeting held in the last month of the
fiscal year and the basic policies are revised as
necessary to improve the system.
Internal Control over Financial Reporting
With the introduction of the internal control reporting
system, the Company is also implementing activities
to further raise management efficiency and
transparency, the appropriateness of business
operations and the credibility of financial reporting.
In fiscal 2009, the Company evaluated the
improvement and operation of internal control over
financial reporting. The results confirmed that there
are no significant deficiencies in the Company’s
internal control over financial reporting.
Basic Policy for Management of Sepracor
The Company manages Sepracor according to the
following five principles of governance:
• To share its Management Mission
• To determine global strategies through discussion
with Sepracor
• To determine Sepracor’s important management
issues through its Board of Directors
• To determine North American operations on
Sepracor’s responsibilities
• To strive to maximize the business value and
synergies of the DSP Group
Compliance
The Company has declared both internally and
publically its commitment to “abide by laws and
regulations, and conduct corporate activities in a
transparent and fair manner with high ethical
standards”. The Compliance Committee, presided
over by the executive officer in charge of compliance,
met twice in fiscal 2009. The committee ascertained
the status of compliance efforts throughout the
Company and issued reminders, recommendations
and advice as necessary to the parties concerned.
In addition, a compliance hotline has been set
up for use within and outside the Company to
provide consultation or accept reports in the event
that an employee has questions or has obtained
information concerning violations related to
compliance.
As an initiative for compliance, company-wide
compliance training for all employees was held in
May and June 2010. The training covered the Foreign
Corrupt Practices Act and served to increase
employee awareness of corrupt practices.
Annual Shareholders’ Meeting and
Exercise of Voting Rights
The Company endeavors to conduct its annual
shareholders’ meetings in an open manner.
First, the Company sends out a notice of
convocation approximately three weeks before the
date of the annual shareholders’ meeting to facilitate
the exercise of voting rights.
For foreign shareholders, the Company sends
out an English-language version of the convocation
notice, which is also posted on the Company’s
website together with the Japanese version on the
day the convocation notices are sent. As to methods
of voting, in addition to conventional voting in writing,
voting by electromagnetic methods (the Internet, etc.)
is allowed.
Furthermore, the Company takes measures to
add vitality to the annual shareholders’ meeting,
including the use of video and narration when
presenting business and other reports.
At the 190th Annual Shareholders’ Meeting held
on June 25, 2010, the number of shareholders who
voted in writing or via the Internet was 5,140 (including
178 who were in attendance), and the voting rate
(ratio of voting rights exercised to total number of
voting rights) was 88.7 percent.
Stock Holdings
As of March 31, 2010, the Company held 79 issues
of stock for purposes other than pure investment,
with a total amount on the balance sheet of ¥28,219
million. The stocks were held for purposes including
maintaining and strengthening business relationships
and fiscal policy requirements.
The Company holds no stock purely for the
purpose of investment.
Annual Report 2010
43
Board of Directors and Executive Officers
Seated, from left
Standing, from left
Yoshihiro Okada
Kenjiro Miyatake
Hiroshi Noguchi
Directors
Keiichi Ono
Masayo Tada
Kazumi Okamura Yutaka Takeuchi
Tetsuya Oida
Corporate Auditors
Masaru Ishidahara
Kenjiro Miyatake
Ikuo Hino
Representative Director, Chairman of the Board of Directors
Executive Officer
Director, Personnel; Career Development Support; Procurement
Full-Time Corporate Auditor
Masayo Tada
Nobuo Takeda
Representative Director, President and Chief Executive Officer
Executive Director, International Business
Full-Time Corporate Auditor
Keiichi Ono
Member, Board of Directors, Senior Executive Officer
Corporate Communications; Intellectual Property; Drug Research
Toshiyuki Aoki
Susumu Nakajima
Masahiro Kondo
Executive Officer
Deputy Executive Director, Sales & Marketing; External Affairs
Kazumi Okamura
Corporate Auditor
Member, Board of Directors, Senior Executive Officer
Legal Affairs; Environment & Safety; Personnel; General Affairs;
Osaka Administration
Harumichi Uchida
Corporate Auditor
Executive Officers
Yutaka Takeuchi
Senior Executive Officer
Executive Director, Sales & Marketing
Yukio Kitahara
Member, Board of Directors, Executive Officer
Executive Director, Manufacturing;
Technology Research & Development
Yasuji Furutani
Yoshihiro Okada
Senior Executive Officer
Executive Director, Corporate Regulatory Compliance &
Quality Assurance
Tetsuya Oida
Member, Board of Directors
Yosuke Fukuhara
Executive Officer
Deputy Executive Director, Sales & Marketing
(New Management System Promotion)
Masaharu Kanaoka
Executive Officer
Executive Director, Drug Research
Dainippon Sumitomo Pharma Co., Ltd.
Nobuhiko Tamura
Executive Officer
Executive Vice President, Chief Scientific Officer, Sepracor Inc.
Saburo Hamanaka
Member, Board of Directors, Senior Executive Officer
Executive Director, Strategic Planning & Business Development;
Corporate Planning
Member, Board of Directors, Executive Officer
Executive Director, Drug Development
Hiroshi Nomura
Executive Officer
Director, International Business Strategic Planning and
Management; Finance & Accounting; Information Systems
Planning; Business Support Center
Corporate Auditor
Hiroshi Noguchi
44
(As of July 1, 2010)
Executive Officer Chairman and CEO, Sepracor Inc.
Yoshihiro Shinkawa
Executive Officer Deputy Executive Director, Sales & Marketing; Senior Director,
Higashi-Nippon Region
Yoshinori Oh-e
Executive Officer Director, Business Development
Yoshiharu Ikeda
Executive Officer Director, Corporate Planning
Financial Section
Contents
Six-Year Summary
46
Management’s Discussion and Analysis
47
Consolidated Balance Sheets
56
Consolidated Statements of Income
58
Consolidated Statements of Changes in Net Assets
59
Consolidated Statements of Cash Flows
60
Notes to Consolidated Financial Statements
61
Independent Auditors’ Report
78
Annual Report 2010
45
Six-Year Summary
Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries
Years ended March 31, 2010, 2009, 2008, 2007, 2006 and 2005
(Fiscal years 2009, 2008, 2007, 2006, 2005 and 2004)
Millions of yen
Fiscal Year (FY)
2009
2008
2007
2006
2005
2004
Thousands of
U.S. dollars
(Note 1)
2009
RESULTS OF OPERATIONS:
Net sales
¥296,262 ¥264,037 ¥263,993 ¥261,213 ¥245,784 ¥175,088
$3,185,613
Cost of sales
112,263 103,741 1,207,129
Selling, general and
administrative expenses
148,374 129,130 124,794 116,312 86,461 52,404
1,595,420
Operating income
35,625 31,166 39,814 45,555 28,886 11,585
383,065
Income before income taxes
and minority interests
31,423 32,168 41,457 38,415 25,687 11,686
337,882
Net income
20,958 19,988 25,592 22,605 15,377 6,924
225,355
FINANCIAL POSITION:
Current assets
¥287,555 ¥263,540 ¥251,063 ¥234,313 ¥249,733 ¥131,176
$3,091,989
Net property, plant and
equipment
Total assets
626,743 391,295 399,791 382,535 392,966 201,431
6,739,172
Current liabilities
265,000 53,350 67,915 56,039 80,071 49,196
2,849,462
Long-term liabilities
13,449 13,598 20,484 24,262 16,802 Net assets
343,483 324,496 318,278 306,012 288,633 135,433
3,693,366
OTHER STATISTICS:
R&D costs
¥51,371 ¥52,819 ¥47,266 ¥40,870 ¥29,636 ¥17,444
$552,376
Capital expenditures
74,084 18,260 69,105 99,385 70,280 99,346 130,437 111,099
65,241 68,336 32,611
796,602
196,344
6,471 10,569 15,491 9,543 6,616 3,064
69,581
Depreciation and amortization
18,650 11,455 11,870 12,008 8,901 5,233
200,538
Yen
U.S. dollars
PER SHARE OF COMMON
STOCK:
Basic net income
¥52.75 ¥50.30 ¥64.39 ¥56.86 ¥54.57 ¥41.76
$0.57
Cash dividends applicable to
the year
18.00 18.00 18.00 14.00 12.00 10.00
0.19
Notes1:The U.S. dollar amounts in this report represent translations of Japanese yen, solely for the reader’s convenience, at the rate of ¥93=US$1, the
approximate
exchange rate at March 31, 2010.
2:Dainippon Pharmaceutical Co., Ltd. merged with Sumitomo Pharmaceuticals Co., Ltd. on October 1, 2005 and changed its name to Dainippon Sumitomo
Pharma Co., Ltd.
3:Dainippon Sumitomo Pharma Co., Ltd. (formerly Dainippon Pharmaceutical Co., Ltd.) and its consolidated subsidiaries adopted the new accounting standard
for presentation of net assets in the balance sheet from fiscal 2006. In accordance with the adoption of the new accounting standard, net assets in the
financial position from fiscal 2004 to 2005 have been reclassified.
46
Dainippon Sumitomo Pharma Co., Ltd.
0
Management’s Discussion and Analysis
’05
150
During the fiscal year ended March 31, 2010 (fiscal 2009), although foreign demand and
economic stimulus measures fueled an upturn in some sectors of the Japanese
50
0
-50
-100
the economy remained uncertain, with lingering concerns about excess equip-
-150
ment and employment.
-200
epoch-making drugs, ongoing measures aimed at reducing medical costs are being
implemented in Japan, as countries around the world make drastic changes to their
health care systems.
Operating cash flow
Investing cash flow
Financing cash flow
37.9
32.5
9.1
131.9
26.7
26.3
(10.4) (7.3) (19.7)(7.8)
(6.9)
(21.3)(11.8)
(51.0)
(151.8)
’05
’07
’06
’09 (FY)
’08
Earnings Per Share/Dividend
Payout Ratio (Consolidated Basis)
(Yen)
20
Earnings per share (left)
Dividend payout ratio (Consolidated Basis) (right)
18.00
Under these conditions, the Dainippon Sumitomo Pharma Group aggressively
carried out its business activities in the final year of the Mid-Term Business Plan
launched in February 2007.
0
In the pharmaceutical industry, various factors made the operating environment
increasingly challenging. In addition to the growing difficulty in discovering new
(FY)
’09
100
economy, the recovery of domestic demand lacked sustainability, and the future of
’08
Cash Flows
(Billions of yen)
Overview
’07
’06
Major initiatives during the fiscal year included efforts to strengthen the Group’s
profit base in Japan by promoting community-based sales activities and bolstering its
18.00
35.8
15
14.00
12.00
10
22.0
(%)
40
18.00
34.1
30
28.0
24.6
20
5
10
activities in the central nervous system therapeutic area. In addition, we established
an organizational structure to facilitate expansion of our overseas business, notably
0
the acquisition of the U.S. pharmaceutical company Sepracor Inc., in order to expedite the launch of the schizophrenia treatment lurasidone in the U.S., maximize the
Group’s business value and establish an operating base in North America. We also
carried out an “Overall Business Results Improvement Project” in pursuit of ongoing
improvements in operating efficiency through measures including the further reduction of expenses in all divisions.
’05
’07
’06
’08
’09
(FY)
0
Net Sales
Number of Employees
(Billions
of yen)
(Consolidated
Basis)
296.3
300
8,000
250
245.8
261.2
264.0
264.0
7,407
7,000
200
Results of Operations
General Results
150
6,000
100
5,000
5,142
4,913
4,795
4,787
’05
’06
’07
’08
’09
(FY)
’05
’06
’07
’08
’09
(FY)
50
4,000
Net Sales
0
Net sales for fiscal 2009 increased ¥32.2 billion, or 12.2%, year-on-year to ¥296.3
0
billion. Continuing from the previous fiscal year, we concentrated sales resources
on our four strategic products – AMLODIN ®, GASMOTIN®, PRORENAL®, and
MEROPEN® – and also focused on expanding sales of LONASEN®, AVAPRO®,
TRERIEF® and AmBisome®. However, sales of AMLODIN® were substantially impacted
by generic erosion, resulting in a slight decline in domestic sales. On the other hand,
overseas sales increased due to the addition of the fourth-quarter results of our U.S.
Operating Income
Sales Composition
by Business Segment
(Billions of yen)
50
40
subsidiaries, including Sepracor, and the addition of Sumitomo Pharmaceuticals
30
(Suzhou) Co., Ltd., to the scope of consolidation, resulting in an overall increase in
20
45.6
39.8
35.6
20%
28.9
Other
products
31.2
net sales.
10
Cost of Sales and Gross Profit
0
Along with the increase in net sales, cost of sales increased ¥8.5 billion, or 8.2%, year-
Pharmaceuticals
’05
’06
’07
’08
’09
80%
(FY)
on-year to ¥112.3 billion. However, due in part to the relatively low cost of sales ratio of
the overseas subsidiaries added to consolidation during the fiscal year, the cost of sales
(FY2009)
Net Income
ratio declined 1.4 percentage points to 37.9%. As a result, gross profit increased ¥23.7
billion, or 14.8%, to ¥184.0 billion.
(Billions of yen)
30
25.6
22.6
20
Annual Report 2010
20.0
21.0
47
30
200
150
20
100
10
50
0
0
’06
’06
’07
’07
’08
’08
’09
’09
(FY)
(FY)
Net Sales
Net Income
Operating Income
Selling, General and Administrative Expenses
(Billions of yen)
(Billions of yen)
300 of yen)
(Billions
30
Selling, general and administrative (SG&A) expenses increased ¥19.2 billion, or
14.9%, year-on-year to ¥148.4 billion.
’05
’05
50
250
Clinical development expenses for lurasidone and other drug candidates
decreased at the parent company, which also made more efficient use of advertising
40
200
20
and public relations expenses under the “Overall Business Results Improvement
150
30
Project”. However, SG&A expenses increased overall due to the expansion in the
100
10
20
scope of consolidation and the effect of the amortization of intangible assets and
50
10
0
0
0
goodwill associated with the acquisition of Sepracor.
Operating Income
As a result of the above factors, operating income increased ¥4.5 billion, or 14.3%,
245.8
296.3
261.2
45.6
22.6
264.0
39.8
20.0
15.4
28.9
’05
’05
’05
21.0
35.6
31.2
’06
’06
’06
’07
’07
’07
’08
’08
’08
’09
’09
’09
(FY)
(FY)
(FY)
Operating Income
R&D Costs
Net Income
year-on-year to ¥35.6 billion, as the increase in gross profit reflecting sales growth
outweighed the impact of higher SG&A expenses.
(Billions of yen)
(Billions of yen)
50
(Billions
60 of yen)
45.6
30
40
Other Income (Expenses) and Net Income
During the fiscal year, other expenses exceeded other income by ¥4.2 billion. The
principal factors were the interest payments on borrowings related to the Sepracor
40
30
20
acquisition and compensation associated with a revision of the personnel system.
20
20
10
As a result, net income after income taxes for fiscal 2009 was ¥21.0 billion, an
increase of ¥1.0 billion, or 4.9%, compared with the amount recorded in the previous
fiscal year.
Results by Business Segment
0
0
0
39.8
47.3
25.6
28.9
40.9
22.6
52.8
51.4
35.6
31.2
20.0
21.0
’08
’08
’08
’09
’09
’09
47.3
52.8
20.0
626.7
51.4
21.0
382.5
399.8
391.3
’06
’06
’06
’07
’07
’07
’08
’08
’08
29.6
15.4
’05
’05
’05
’06
’06
’06
’07
’07
’07
(FY)
(FY)
(FY)
Net Income
Total Assets
R&D Costs
Pharmaceuticals
The Group concentrated its sales resources on its four strategic products –
AMLODIN®, GASMOTIN®, PRORENAL® and MEROPEN® – and also focused on new
products AVAPRO®, LONASEN®, TRERIEF® and MIRIPLA®. As a result, while sales of
AMLODIN declined because of competing sales of generic products, sales of
®
GASMOTIN®, PRORENAL®, AVAPRO®, LONASEN®, AmBisome® and other products
increased. Furthermore, in addition to the full-year contribution of the results of
(Billions of yen)
(Billions of yen)
30
(Billions
750 of yen)
60
20
500
40
10
250
20
Sumitomo Pharmaceuticals (Suzhou) Co., Ltd., which became a consolidated subsidiary in the year under review, the fourth-quarter results of our U.S. subsidiaries,
including Sepracor, were also added. As a result, sales of pharmaceuticals increased
¥30.0 billion, or 14.5%, year-on-year to ¥236.8 billion.
264.0
25.6
0
0
0
25.6
22.6
15.4
393.0
40.9
29.6
’05
’05
’05
’09
’09
’09
(FY)
(FY)
(FY)
Details of Accounting for Business Combinations Associated with Acquisition of Sepracor Inc.(Millions of dollars)
R&D Costs
Net Assets/Equity
Ratio Impact on
Before
After
Accounting
Total
Assets
purchase
purchase
Valuation
Impact on pretax income
Patent rights
—
In-process R&D (intangible assets)
—
Inventories
67
Deferred tax liabilities
—
Other assets & liabilities (net)
Goodwill
Total
48
price
allocation
Dainippon Sumitomo Pharma Co., Ltd.
633
(Billions ofprocedures
yen)
price
differences
pretax income
(Billions(amortization)
of yen)
Net assets (left)
allocation
60
(Billions
Equity ratio (right)
400 of yen)
52.8
1,197
1,197
Amortization years
by products
67
750
82.9
47.3
79.6
79.8
73.2
59
59
Capitalize (amortize after
approval)
—
40.9
300
318.3
306.0
40
324.5
144
77
Charge to cost of288.6
sales
40
29.6
500
200
393.0 —
391.3
(485)
(485)
382.5 399.8 —
677
26
914
726
2,506
44
888
20
(forecasts
(%)
for FY2010)
51.4
343.5
626.7
100
319
—75
38
54.8
—50
—
—
—
Amortization for 20 years
9
46
250
100
0
1,780
0
0
’05
’05
’05
’06
’06
’06
’07
’07
’07
116
’08
’08
’08
Total Assets
Cash Flows
Net Assets/Equity Ratio
25
’09
’09
’09
403
(FY) 0
(FY)
(FY)
Management’s Discussion and Analysis
The increase in gross profit, which reflected the increase in sales and improve-
ment in the cost of sales ratio, exceeded the increase in SG&A expenses due in part
to the business combination accounting associated with the Sepracor acquisition.
Operating income therefore increased ¥3.2 billion, or 10.7%, to ¥33.0 billion.
Other Products
Other products include animal health products, feeds and feed additives, food additives,
industrial chemicals, diagnostics, and research reagents and materials. Due mainly to
strong sales of influenza diagnostic products, segment sales increased ¥2.3 billion, or
4.0%, to ¥59.5 billion. Operating income rose ¥1.3 billion, or 96.1%, to ¥2.6 billion.
Sales of Major Pharmaceutical Products
Sales of our four strategic products – AMLODIN®, GASMOTIN®, PRORENAL® and
MEROPEN® – totaled ¥102.8 billion, a decrease of ¥4.8 billion, or 4.5%, from the
previous fiscal year.
AMLODIN® sales, though significantly higher than projected at the start of the
fiscal year, decreased 10.1% to ¥52.0 billion from the impact of the sale of generics
following the patent expiration.
Sales of GASMOTIN® and PRORENAL®, however, increased in response to the
concentration of sales resources on these strategic products.
In addition, sales of new products LONASEN®, AVAPRO®, TRERIEF® and
MIRIPLA® totaled ¥11.1 billion, an increase of ¥6.1 billion, or 122.9%, over the
previous fiscal year.
Sales of these and other major pharmaceutical products were as follows:
Domestic Sales of Major Pharmaceutical Products (Billions of yen)
Brand name
(Generic name)
Therapeutic indication
AMLODIN Therapeutic agent for hypertension and
angina pectoris
52.0 57.9
GASMOTIN®
Gastroprokinetic
20.7 20.2
®
FY2009
FY2008
PRORENAL®
Vasodilator
15.4 14.8
MEROPEN®
Carbapenem antibiotic
14.7 14.8
10.6
EBASTEL®
Antiallergic
9.2 LONASEN®
Antipsychotic
6.3 3.4
SUMIFERON®
Natural alpha interferon
5.8 6.0
GROWJECT®
Growth hormone
4.6 4.3
AmBisome®
Therapeutic agent for systemic fungal infection
4.0 3.1
MELBIN®
Oral hypoglycemic
3.9 3.4
AVAPRO®
Therapeutic agent for hypertension
3.7 1.5
EXCEGRAN®
Antiepileptic
3.6 3.6
DOPS®
Neural function ameliorant
3.6 3.8
GLIMICRON®
Oral hypoglycemic
3.2 3.6
QVARTM
Bronchial asthma
3.0 3.6
ALMARL®
Therapeutic agent for hypertension,
angina pectoris and arrhythmia
2.8 3.0
LULLAN®
Antipsychotic
2.6 2.8
2.7
SEDIEL®
Serotonin-agonist antianxiety drug
2.5 REPLAGAL®
Anderson-Fabry disease drug
2.5 1.1
TRERIEF®
Parkinson’s disease drug
0.8 0.1
MIRIPLA®
Therapeutic agent for hepatocellular carcinoma
0.2 —
Annual Report 2010
49
10
0
0
’05
’05
’06
’06
’07
’07
’08
’08
’09
’09
20.0
20.0
21.0
21.0
’08
’08
’09
’09
52.8
52.8
51.4
51.4
’08
’08
’09
’09
(FY)
(FY)
Net Income
Net Income
(Billions of yen)
(Billions
30 of yen)
30
Major Exported Pharmaceuticals (Billions of yen)
Brand name
(Generic name)
Therapeutic indication
FY2009
FY2008
MEROPEN®
Carbapenem antibiotic
15.7 16.2
GASMOTIN®
Gastroprokinetic
1.1 1.0
EXCEGRAN®
Antiepileptic
0.6 1.0
Note: For external customers
20
20
Brand name
(Generic name)
Therapeutic indication
FY2009
LUNESTA®
Sedative hypnotic
10.5 —
XOPENEX®
Short-acting beta-agonist
13.6 —
FY2008
BROVANA®
Long-acting beta-agonist
1.7 —
OMNARIS®
Corticosteroid nasal spray
0.6 —
25.6
25.6
15.4
15.4
10
10
0
0
U.S. Subsidiaries Sales (October 15, 2009 to December 31, 2009) (Billions of yen)
22.6
22.6
’05
’05
’06
’06
’07
’07
R&D Costs
R&D Costs
(Billions of yen)
(Billions
60 of yen)
60
China Subsidiaries Sales (Billions of yen)
Brand name
(Generic name)
Therapeutic indication
MEROPEN Carbapenem antibiotic
®
FY2009
FY2008
3.8 —
Financial Position
40
40
Total assets as of March 31, 2010 amounted to ¥626.7 billion, an increase of
¥235.4 billion, or 60.2%, from the end of the previous fiscal year. The increase
was primarily due to the addition of U.S. subsidiaries, including Sepracor, to the
40.9
40.9
47.3
47.3
29.6
29.6
20
20
0
0
Assets, Liabilities and Net Assets
Total Assets
’05
’05
’06
’06
’07
’07
Current assets grew ¥24.0 billion, or 9.1%, from the previous fiscal year end to
¥287.6 billion. Notes and accounts receivable, marketable securities, inventories and
other items increased due to the consolidation of Sepracor.
Fixed assets increased ¥211.4 billion, or 165.5%, from the previous fiscal year
end to ¥339.2 billion. This was primarily attributable to an increase in intangible
assets consisting of patent rights and goodwill associated with the Sepracor acquisition.
Total Liabilities
Total liabilities at the end of the fiscal year were ¥283.3 billion, up ¥216.5 billion,
or 324.0%, from a year earlier, primarily due to funds borrowed for the Sepracor
acquisition.
Net Assets
Net assets at the end of the fiscal year were ¥343.5 billion, an increase of ¥19.0
billion, or 5.9%, as a result of growth in retained earnings and increases in valuation,
translation adjustments and others.
(FY)
(FY)
Total Assets
Total Assets
(Billions of yen)
(Billions
750 of yen)
750
626.7
626.7
scope of consolidation.
(FY)
(FY)
500
500
393.0
393.0
382.5
382.5
399.8
399.8
391.3
391.3
’05
’05
’06
’06
’07
’07
’08
’08
250
250
0
0
’09
’09
(FY)
(FY)
Net Assets/Equity Ratio
Net Assets/Equity Ratio
(Billions of yen)
(Billions
400 of yen)
400
300
300
73.2
73.2
288.6
288.6
(%)
(%)
100
Net assets (left)
Equity
ratio(left)
(right)
Net assets
Equity ratio (right)
79.8
79.8
306.0
306.0
79.6
79.6
318.3
318.3
82.9
82.9
343.5
343.5
100
75
75
324.5
324.5
200
200
50
50
54.8
54.8
100
100
0
0
25
25
’05
’05
’06
’06
’07
’07
’08
’08
’09
’09
0
(FY) 0
(FY)
Cash Flows
Cash Flows
50
Dainippon Sumitomo Pharma Co., Ltd.
(Billions of yen)
(Billions
150 of yen)
150
100
100
Operating cash flow
Investing cash
Operating
cashflow
flow
Financingcash
cashflow
flow
Investing
Financing cash flow
37.9
131.9
131.9
(Billions of yen)
Management’s
Discussion and Analysis
750
626.7
500
393.0
382.5
399.8
391.3
’05
’06
’07
’08
250
Cash Flows
Cash and Cash Equivalents
0
The balance of cash and cash equivalents (“cash”) as of March 31, 2010 was ¥58.1
(FY)
’09
billion, up ¥8.7 billion from the end of the previous fiscal year.
Net Assets/Equity Ratio
Net Cash Provided by Operating Activities
The increase in cash flows from income before income taxes and minority interests,
depreciation and amortization, and other items more than offset the decrease in cash
flows from a net decrease in payables, income taxes paid and other items. As a
(Billions of yen)
400
300
result, net cash provided by operating activities was ¥26.7 billion.
73.2
288.6
(%)
Net assets (left)
Equity ratio (right)
100
82.9
79.8
79.6
306.0
318.3
343.5
75
324.5
200
50
54.8
Net Cash Used in Investing Activities
Net cash used in investing activities was ¥151.8 billion. The main factor was payment
for the acquisition of Sepracor, which outweighed the increase in cash flows due to a
net decrease in marketable securities, a net decrease in short-term loans receivable,
100
0
25
’05
’07
’06
’08
(FY)
’09
0
and other factors.
Cash Flows
Free Cash Flow
Free cash flow, defined as the total of net cash provided by operating activities and
(Billions of yen)
net cash used in investing activities, was negative ¥125.2 billion, compared with
150
positive ¥5.0 billion for the previous fiscal year, due mainly to the acquisition of
100
50
Sepracor.
0
Net Cash Provided by Financing Activities
-50
The increase in cash flows from bank loans for the purchase of Sepracor was sub-
-150
Consequently, net cash provided by financing activities was ¥131.9 billion.
-200
FY2004
FY2005
FY2006
32.5
(10.4) (7.3) (19.7)(7.8)
66.8%
73.2%
79.8%
79.6%
85.1%
132.1%
130.8%
Ratio of interest-bearing debt to cash flows
42.1%
52.4%
18.1%
(Yen)
90.6%
20
17.5%
331.4
328.8
960.4
its most important management policies.
The Company’s basic policy is to pay dividends from retained earnings twice a
(6.9)
(21.3)(11.8)
(51.0)
(151.8)
’05
’07
’06
’08
’09 (FY)
82.9%
8.5%
18.00
748.5
15
10
54.8%
Earnings per share (left)
83.1%
54.3%(%)
Dividend payout ratio (Consolidated Basis) (right)
648.1
18.00
35.8
14.00
12.00
The Company views the regular and consistent return of profits to shareholders as one of
26.7
Earnings Per Share/Dividend
FY2008
FY2009
Payout Ratio
(Consolidated Basis)
Equity ratio
Dividend Policy and Dividends
26.3
FY2007
Equity ratio on fair value basis
Interest coverage ratio
37.9
9.1
131.9
-100
stantially higher than the payment for redemption of bonds and dividends paid.
Major Cash Flow Indicators
Operating cash flow
Investing cash flow
Financing cash flow
22.0
431.2%
18.00
42.7
34.1
30
28.0
24.6
20
5
0
year, first as an interim dividend and second as a year-end dividend. The Board of
40
10
’05
’07
’06
’08
’09
(FY)
0
Directors and the general meeting of shareholders determine the interim and yearend dividends, respectively.
We believe that it is important to allocate profits to our shareholders in a way
that accurately reflects our business performance. When determining the amount of
dividends to be distributed, we take a comprehensive view that includes consideration for the importance of raising corporate value through aggressive investment in
Number of Employees
(Consolidated Basis)
8,000
7,407
7,000
6,000
5,000
4,000
5,142
4,913
4,795
4,787
Annual Report 2010
51
50
50
0
0
-50
-50
-100
-100
-150
-150
-200
-200
future growth, solidifying our operating base and enhancing our financial position. We
also take into consideration the importance of paying stable dividends.
Based on this policy, the Company paid cash dividends applicable to fiscal
2009 of ¥18.00 per share, consisting of an interim dividend and a year-end dividend
of ¥9.00 per share each.
investments, aimed at improving the efficiency of business activities in Japan and
(Yen)
(Yen)
20
20
10
10
overseas.
(151.8)
(151.8)
’05
’05
’07
’07
’06
’06
’09 (FY)
’09 (FY)
’08
’08
Earnings Per Share/Dividend
Earnings
Per (Consolidated
Share/Dividend
Payout Ratio
Basis)
Payout Ratio (Consolidated Basis)
15
15
Internal reserves are primarily used for investments in R&D and for capital
37.9
32.5
26.7
26.3
37.9
9.1
32.5
26.7
26.3
9.1
(6.9)
(11.8)
(10.4) (7.3) (19.7)(7.8)
(21.3)
(6.9)
(11.8)
(10.4) (7.3) (19.7)(7.8)
(51.0) (21.3)
(51.0)
Earnings per share (left)
Earnings per
share
(left)
(Consolidated Basis) (right)
Dividend
payout
ratio
Dividend payout ratio (Consolidated Basis) (right)
18.00
18.00
12.00
12.00
22.0
22.0
14.00
14.00
(%)
(%)
40
40
18.00 18.00
18.00 18.00
35.8
35.8 34.1
34.1
30
30
28.0
28.0
24.6
24.6
20
20
5
5
Number of Employees
The Group had 7,407 employees as of March 31, 2010, up 2,620 from a year earlier.
In the Pharmaceuticals segment, the consolidation of Sepracor and Sumitomo
0
0
10
10
’05
’05
’07
’07
’06
’06
’08
’08
’09
’09
0
(FY) 0
(FY)
Pharmaceuticals (Suzhou) Co., Ltd. increased the number of employees by 2,567, for
a total of 6,838. The number of employees increased by 3 to 309 in the Other Products segment and by 50 to 260 in corporate divisions, including administration
Number of Employees
Number ofBasis)
Employees
(Consolidated
(Consolidated Basis)
department staff.
8,000
8,000
Outlook for Fiscal 2010
6,000
6,000
In fiscal 2010, the first year of the second Mid-Term Business Plan, the Group will
5,000
5,000
focus on transforming its earnings structure in Japan and expanding overseas
4,000
4,000
operations, under the slogan “Creation and transformation toward a new stage of
0
0
globalization”.
7,407
7,407
7,000
7,000
In sales, the Group will work to expand sales of strategic products AVAPRO ,
®
LONASEN® and PRORENAL® and new products including TRERIEF®, MIRIPLA® and
METGLUCO®. In addition, overseas sales will expand significantly for the entire period
with the contribution of our U.S. subsidiary Sepracor. Therefore, overall sales are
5,142
5,142
’05
’05
4,913
4,913
4,795
4,795
4,787
4,787
’06
’06
’07
’07
’08
’08
’09
’09
(FY)
(FY)
Sales Composition
Sales
Composition
by
Business
Segment
by Business Segment
projected to increase year-on-year despite the expected decline in sales in Japan due
to the National Health Insurance (NHI) drug price revisions implemented in April 2010
and the impact of sales of generics on sales of AMLODIN® and MEROPEN®.
In terms of profit, the Group will pursue ongoing gains in operating efficiency,
20%
20%
Other
Other
products
products
including continued reduction of expenses. However, profits in the domestic pharmaceutical business are expected to decline due to the significant impact of the NHI
drug price revisions. Moreover, in overseas business, despite the contribution of
Sepracor’s profits for the full fiscal year, income is projected to decline because
accounting standards for business combinations in connection with the acquisition
require the Company to incur substantial noncash expenses, including the amortization of patent rights and goodwill.
For fiscal 2010, we forecast net sales of ¥359.0 billion, a year-on-year increase
of 21.2%, operating income of ¥8.5 billion, a year-on-year decrease of 76.1%, and
net income of ¥3.0 billion, a year-on-year decrease of 85.7%. EBITDA is projected to
be ¥57.2 billion.
These forecasts reflect management’s judgments based on currently available
information. Actual results may differ from these forecasts due to various risks and
uncertainties.
52
Dainippon Sumitomo Pharma Co., Ltd.
Pharmaceuticals
Pharmaceuticals
80%
80%
(FY2009)
(FY2009)
Management’s Discussion and Analysis
Business Risks
Below is a discussion of the most significant risks that could negatively impact the
operating results and financial position of the Dainippon Sumitomo Pharma Group.
Forward-looking statements in the discussion of risks discussed below reflect the
judgment of the Dainippon Sumitomo Pharma Group as of March 31, 2010.
Research and Development of New Products
The Dainippon Sumitomo Pharma Group works to research and develop highly
original and globally viable products. The Group strives to maintain an extensive
product pipeline and to bring products to market as early as possible. Nevertheless,
the Group can envision scenarios in which not all products under development will
progress smoothly to eventual sale, as well as instances in which the development of
certain products must be halted. Depending on the nature of the product under
development, such cases could have a significant and negative impact on the
Group’s operating results and financial position.
Problems Concerning Adverse Events
The Dainippon Sumitomo Pharma Group conducts rigorous safety testing of its
pharmaceutical products at different stages of development, with products receiving
approval only after rigorous screening by the regulatory authorities in each country.
These efforts notwithstanding, previously unreported adverse events are sometimes
discovered only after a drug has already been marketed. The appearance of such
unexpected adverse events once a product has been sold could have a significant
and negative impact on the Group’s operating results and financial position.
Healthcare System Reforms
The precipitous decline in Japan’s birthrate and the rapid increase in the country’s
elderly population are the prime factors causing the financial state of Japan’s healthcare insurance system to deteriorate. In this climate, measures aimed at curbing
healthcare costs, and how to best reform the country’s healthcare system continues
to be debated. The direction that any healthcare system reforms might take, including mandated NHI drug price revisions, could ultimately have a significant and negative impact on the Dainippon Sumitomo Pharma Group’s operating results and
financial position. Outside Japan, pharmaceuticals are also subject to various regulations, and the policies other governments may pursue could have a significant and
negative impact on the Group’s operating results and financial position.
Risk Relating to the Sale of Products
In the event that sales of pharmaceutical products sold by the Dainippon Sumitomo
Pharma Group decrease due to factors including competition with the products of other
manufacturers in the same therapeutic area or the launch of generic products following
the expiration of a patent period or otherwise, such decreases could be significant and
have a negative impact on the Group’s operating results and financial position.
Annual Report 2010
53
Intellectual Property
The Dainippon Sumitomo Pharma Group utilizes a wide range of intellectual property
during the course of its R&D activities, including both property owned by the Group
and property that the Group lawfully uses with the authorization of the property’s
owner. Nevertheless, the Group recognizes the possibility, no matter how slight, that
some use might be deemed an infringement of a third party’s intellectual property
rights. Consequently, legal disputes pertaining to intellectual property rights could
arise and have a significant and negative impact on the Group’s operating results and
financial position.
Termination of Partnerships
The Dainippon Sumitomo Pharma Group enters into a variety of partnerships with
other companies for the sale of purchased goods, the establishment of joint ventures,
co-promotion, and the licensing in and out of products under development, as well
as for collaborative research and other purposes. The termination, for whatever
reason, of such partnerships could have a significant and negative impact on the
Group’s operating results and financial position.
Prerequisites for Primary Business Activities
The Dainippon Sumitomo Pharma Group’s core business is the ethical pharmaceutical products business. Accordingly, the Group obtains licenses and other certifications, including Type 1 and Type 2 Pharmaceuticals Manufacturing and Sales Business licenses (both valid for five years), to engage in R&D and the manufacture and
sale of drugs pursuant to Japan’s Pharmaceutical Affairs Law and other laws and
regulations related to pharmaceuticals. In addition, in conducting its ethical pharmaceutical business outside Japan, the Company is subject to pharmaceutical-related
laws and other regulations in the countries in which it operates, and obtains licenses
and other certifications as necessary.
Maintaining the validity of these licenses and other certifications requires that
the Company properly carry out the procedures stipulated by the applicable laws and
regulations. These laws and regulations also stipulate that these licenses and certifications may be revoked and/or that the Company may be ordered to suspend part
or all of its operations for a fixed period of time or be subject to other measures in the
event that the Company violates these laws and regulations. The Group currently has
no knowledge of any facts that would warrant the revocation or suspension of any of
its licenses or other certifications. However, a revocation or suspension of any of the
Company’s licenses or other certifications could have a significant and negative
impact on the Group’s operating results and financial position.
Litigation Risk
The Dainippon Sumitomo Pharma Group is exposed to the possibility of lawsuits in
connection with adverse effects of pharmaceuticals, product liability, labor issues, fair
trade or other issues related to its business activities. The outcome of such lawsuits
could have a significant and negative impact on the Group’s operating results and
financial position.
54
Dainippon Sumitomo Pharma Co., Ltd.
Management’s Discussion and Analysis
Closure or Shutdown of Factories
In the event that the Dainippon Sumitomo Pharma Group’s factories are forced to close or
shut down due to technical problems, interruption in the supply of raw materials, fire, earthquake or any other disaster, the resulting delay or suspension of the supply of products
could have a significant and negative impact on the Group’s operating results and financial
position.
Effect of Financial Market Conditions and Changes in Exchange Rates
Losses on devaluation or sale of stocks due to a downturn in stock markets, an increase in
interest payments on loans and other debt due to changes in interest rates, or an increase in
retirement benefit obligations due to deteriorating conditions in financial markets could have
a significant and negative impact on the Dainippon Sumitomo Pharma Group’s operating
results and financial position. Fluctuations in exchange rates could also have a significant
impact on the translation into yen of import and export transactions, the results of consolidated subsidiaries, or other foreign currency amounts.
Effect of Impairment of Assets
The Dainippon Sumitomo Pharma Group owns various tangible and intangible fixed assets,
including assets used in business operations and goodwill. In the future, the need to recognize impairment of these assets may arise because of a sharp decline in business results, a
drop in asset value, or other events. The recognition of such impairment could have a significant and negative impact on the Group’s operating results and financial position.
Transactions with the Parent Company
The Company and its parent company, Sumitomo Chemical Co., Ltd., have concluded
agreements for the leasing of land for the Osaka Research Laboratories, Ehime Plant and
Oita Plant, as well as for the purchase of raw materials used in the production of active
pharmaceutical ingredients at these sites and other locations. These agreements involve
prices that are determined based on discussions between the two parties with reference to
general market prices. These agreements are customarily renewed every year. The Company
also accepts employees on loan from the parent company. Furthermore, during the year the
Company also made short-term loans to its parent company to raise capital efficiency. The
Company’s policy is to continue these transactions and other ties with the parent company.
However, changes in these agreements, including changes in the transaction terms specified
therein, could have a significant and negative impact on the Group’s operating results and
financial position.
Risks Related to the Acquisition of Sepracor
The acquisition of Sepracor, a U.S. pharmaceutical company, has played an important part
in the Dainippon Sumitomo Pharma Group’s business expansion in North America. However,
changes in the operating environment, competition or other conditions that result in the
Group’s inability to achieve its business plans could have a significant impact on the Group’s
operating results and financial position.
The Dainippon Sumitomo Pharma Group also faces risks other than those dis-
cussed above.
Annual Report 2010
55
Consolidated Balance Sheets
Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries
March 31, 2010 and 2009
Millions of yen
ASSETS
2010
Thousands of
U.S. dollars (Note 1)
2010
2009
CURRENT ASSETS:
Cash and time deposits (Note 3)
¥ 13,823
¥ 21,990
$
148,634
Marketable securities (Notes 3 and 6)
550,376
Receivables:
Trade notes
2,791
2,844
30,011
Trade accounts
92,953
77,585
999,495
Due from parent company, unconsolidated subsidiaries
and affiliates (Note 13)
25,118
50,415
270,086
Allowance for doubtful receivables
(173) (395)
(1,860)
Total
120,689
130,449
1,297,732
Inventories (Note 4)
65,230
54,510
701,398
Deferred tax assets (Note 9)
32,447
17,130
348,892
Other current assets
4,181
4,960
44,957
Total current assets
287,555
263,540
3,091,989
Land
10,332
9,976
111,097
Buildings and structures
89,108
83,820
958,151
Machinery and equipment
101,193
95,025
1,088,097
Construction in progress
2,691
4,025
28,935
Total
203,324
192,846
2,186,280
Accumulated depreciation
(129,240) (123,741)
(1,389,678)
Net property, plant and equipment
74,084
69,105
796,602
Investment in unconsolidated subsidiaries and affiliates
3,752
4,190
40,344
Investment securities (Note 6)
51,137
33,141
549,860
Intangible assets (Note 15)
199,483
6,408
2,144,978
Deferred tax assets (Note 9)
2,389
3,744
25,688
Other assets (Note 10)
8,343
11,167
89,711
Total investments and other assets
265,104
58,650
2,850,581
TOTAL
¥ 626,743
51,185
34,501
PROPERTY, PLANT AND EQUIPMENT:
INVESTMENTS AND OTHER ASSETS:
See Notes to Consolidated Financial Statements.
56
Dainippon Sumitomo Pharma Co., Ltd.
¥ 391,295
$ 6,739,172
Millions of yen
LIABILITIES AND NET ASSETS
2010
Thousands of
U.S. dollars (Note 1)
2010
2009
CURRENT LIABILITIES:
Short-term bank loans (Note 8)
¥165,800
¥
600
$1,782,796
Trade notes
176
122
1,892
Trade accounts (Notes 5 and 7)
44,682
27,076
480,452
Due to parent company, unconsolidated subsidiaries
and affiliates (Note 13)
2,682
5,930
28,839
Total
47,540
33,128
511,183
Income taxes payable
8,571
6,299
92,161
Accrued expenses
33,294
9,310
358,000
Other current liabilities
9,795
4,013
105,322
Total current liabilities
265,000
53,350
2,849,462
Payables:
LONG-TERM LIABILITIES:
Liability for retirement benefits (Note 10)
9,848
9,296
105,892
Other liabilities (Notes 8 and 9)
8,412
4,153
90,452
Total long-term liabilities
18,260
13,449
196,344
COMMITMENTS AND CONTINGENT LIABILITIES (Notes 14 and 17): NET ASSETS:
Shareholders’ equity (Note 11)
Common stock: authorized —1,500,000,000 shares in 2010 and 2009;
issued —397,900,154 shares in 2010 and 2009
22,400
Capital surplus
15,860
Retained earnings
294,702
Treasury stock, at cost, 584,644 shares in 2010 and
580,814 shares in 2009
Total
Valuation, translation adjustments and others
Unrealized gains on available-for-sale securities, net of tax
7,945
5,162
85,430
Foreign currency translation adjustment
3,223
—
34,656
Total
11,168
5,162
120,086
Minority interests
—
88
—
Total net assets
343,483
324,496
3,693,366
TOTAL
¥626,743
22,400
240,860
15,860
170,538
281,629
3,168,839
(647) (643)
(6,957)
319,246
3,573,280
332,315
¥391,295
$6,739,172
Annual Report 2010
57
Consolidated Statements of Income
Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries
Years Ended March 31, 2010 and 2009
Millions of yen
2010
Thousands of
U.S. dollars (Note 1)
2010
2009
NET SALES (Notes 12 and 13)
¥296,262
¥264,037
$3,185,613 COST OF SALES (Notes 12 and 13)
112,263
103,741
1,207,129
Gross profit
183,999
160,296
1,978,484
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Note 13)
148,374
129,130
1,595,420
Operating income
35,625
31,166
383,065
OTHER INCOME (EXPENSES):
Interest and dividend income (Note 13)
1,228
1,711
13,204
Interest expense
(1,017) (94)
(10,935)
Reversal of reserve for loss on litigation
—
1,054
—
Compensation for revision of personnel system
(1,570) —
(16,882)
Loss on valuation of investment securities (Note 6)
(843) (281)
(9,065)
Other — net
(2,000) (1,388)
(21,505)
Other income (expenses) — net
(4,202) 1,002
(45,183)
INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS
31,423
32,168
337,882
INCOME TAXES (Note 9):
Current
13,999
14,091
150,526
Deferred
(3,541) (1,922)
(38,074)
Total income taxes
10,458
12,169
112,452
MINORITY INTERESTS IN NET INCOME
NET INCOME
¥ 20,958
7
11
¥ 19,988
Yen
75
$ 225,355
U.S. dollars (Note 1)
PER SHARE OF COMMON STOCK:
Basic net income
¥52.75
¥50.30
$0.57
Cash dividends applicable to the year
18.00
18.00
0.19
See Notes to Consolidated Financial Statements.
58
Dainippon Sumitomo Pharma Co., Ltd.
Consolidated Statements of Changes in Net Assets
Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries
Years Ended March 31, 2010 and 2009
Thousands of shares
Millions of yen
Shareholders’ equity
Valuation, translation
adjustments and others
Issued
number of
Unrealized
Foreign
shares of
Number
Total
gains on
currency
common
of treasury
Common
Capital
Retained
Treasury shareholders’ available-for-sale translation
stock
stocks
stock
surplus
earnings
stock
equity
securities
adjustments
BALANCE, MARCH 31, 2008 397,900
(473)
¥22,400 ¥15,860
¥268,800
¥(557) ¥306,503
¥11,691
¥
—
Total
valuation,
translation
adjustments
and others
Minority
interests
Total net
assets
¥11,691
¥ 84
¥318,278
Cash dividends,
¥18.00 per share
(7,153)
(7,153)
(7,153)
Net income
19,988
19,988
19,988
(109)
(109)
(109)
23
17
17
Purchases of treasury stock
Sales of treasury stock
(128)
20
(6)
Net change in items other
than shareholders’ equity
(6,529)
(6,529)
4
(6,525)
BALANCE, MARCH 31, 2009 397,900
5,162
5,162
88
324,496
Cash dividends,
¥18.00 per share
22,400
15,860
281,629
(643)
319,246
—
(7,152)
(7,152)
(7,152)
20,958
20,958
20,958
(4)
(4)
Net income
Purchases of treasury stock
Sales of treasury stock
(581)
(4)
(4)
0
0
0
0
(733)
(733)
(733)
Change in scope of consolidation
(0)
Net change in items other
than shareholders’ equity
BALANCE, MARCH 31, 2010 397,900
(585)
¥22,400 ¥15,860
¥294,702
¥(647) ¥332,315
2,783
3,223
6,006
(88)
5,918
¥7,945
¥3,223
¥11,168
¥ —
¥343,483
Minority
interests
Total net
assets
Thousands of U.S. dollars (Note 1)
Shareholders’ equity
Valuation, translation
adjustments and others
Unrealized
Foreign
Total
gains on
currency
Common
Capital
Retained
Treasury shareholders’ available-for-sale translation
stock
surplus
earnings
stock
equity
securities
adjustments
BALANCE, MARCH 31, 2009
Cash dividends,
U.S.$ 0.19 per share
$240,860 $170,538 $3,028,269 $(6,914) $3,432,753
$55,505
$
—
Total
valuation,
translation
adjustments
and others
$ 55,505
$ 946 $3,489,204
(76,903)
(76,903)
(76,903)
225,355
225,355
225,355
Purchases of treasury stock
(43)
(43)
(43)
Sales of treasury stock
(0)
0
0
0
(7,882)
(7,882)
(7,882)
Net income
Change in scope of consolidation
Net change in items other
than shareholders’ equity
BALANCE, MARCH 31, 2010
29,925
34,656
64,581
$240,860 $170,538 $3,168,839 $(6,957) $3,573,280
$85,430
$34,656
$120,086
(946)
63,635
$ — $3,693,366
See Notes to Consolidated Financial Statements.
Annual Report 2010
59
Consolidated Statements of Cash Flows
Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries
Years Ended March 31, 2010 and 2009
2010
OPERATING ACTIVITIES:
Income before income taxes and minority interests
Adjustments for:
Depreciation and amortization
Amortization of goodwill
Provision for liability for retirement benefits, less payments
Interest and dividend income
Interest expense
Reversal of reserve for loss on litigation
Loss on valuation of investment securities
Changes in assets and liabilities:
Decrease in receivables
Decrease (increase) in inventories
Increase (decrease) in payables
Other—net
Subtotal
Interest and dividend received
Interest paid
Income taxes paid
Net cash provided by operating activities
INVESTING ACTIVITIES:
Net decrease in time deposits
Purchases of property, plant and equipment
Purchases of intangible assets
Net decrease in marketable securities
Proceeds from sales of investment securities
Purchases of investment securities
Proceeds from redemption of investment securities
Purchase of investments in subsidiaries
Payments for investments in capital of subsidiaries
Net decrease (increase) in short-term loans receivable
Purchase of investments in subsidiaries resulting in change in scope of consolidation
Other—net
Net cash used in investing activities
FINANCING ACTIVITIES:
Net decrease in short-term bank loans
Redemption of bonds
Repayment of long-term debt
Increase in treasury stock
Dividends paid
Dividends paid to minority interests
Other—net
Net cash provided by (used in) financing activities
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
NET DECREASE IN CASH AND CASH EQUIVALENTS
INCREASE IN CASH AND CASH EQUIVALENTS RELATED
TO CHANGE IN SCOPE OF CONSOLIDATION
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS, END OF YEAR
See Notes to Consolidated Financial Statements.
60
Dainippon Sumitomo Pharma Co., Ltd.
Millions of yen
¥ 32,168
1,455
49,482
¥ 58,140
2010
2009
¥ 31,423
17,783
867
1,527
(1,228)
1,017
—
843
988
2,872
(16,781)
(1,399)
37,912
1,462
(921)
(11,771)
26,682
5,000
(5,241)
(889)
24,803
1
(1,078)
2,007
(88)
0
25,000
(200,649)
(705)
(151,839)
164,900
(25,795)
—
(3)
(7,150)
(1)
(21)
131,930
430
7,203
Thousands of
U.S. dollars (Note 1)
11,455
—
323
(1,711)
94
(1,054)
281
6,488
(5,987)
2,257
(972)
43,342
1,617
(69)
(18,595)
26,295
11,000
(13,626)
(3,211)
498
33
(3,956)
—
(3)
(2,009)
(10,000)
—
7
(21,267)
—
—
(4,600)
(92)
(7,151)
(1)
—
(11,844)
38
(6,778)
—
56,260
¥ 49,482
$ 337,882
191,215
9,323
16,419
(13,204)
10,935
—
9,065
10,624
30,882
(180,441)
(15,042)
407,658
15,720
(9,903)
(126,570)
286,905
53,763
(56,355)
(9,559)
266,699
11
(11,591)
21,581
(946)
0
268,817
(2,157,516)
(7,581)
(1,632,677)
1,773,118
(277,366)
—
(32)
(76,882)
(11)
(225)
1,418,602
4,624
77,454
$
15,645
532,064
625,163
Notes to Consolidated Financial Statements
Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries
Years Ended March 31, 2010 and 2009
1. BASIS OF PRESENTING CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared in accordance with the provisions set forth in
the Financial Instruments and Exchange Law and its related accounting regulations and in conformity with accounting
principles generally accepted in Japan, which are different in certain respects as to application and disclosure requirements from International Financial Reporting Standards.
The accounts of consolidated subsidiaries in U.S. are prepared in accordance with U.S. generally accepted accounting principles, with adjustments for the specified six items as applicable according to Practical Issues Task Force No.
18, “Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial
Statements.”
In preparing these consolidated financial statements, certain reclassifications and rearrangements have been made to
the consolidated financial statements issued domestically in order to present them in a form which is more familiar to
readers outside Japan.
The consolidated financial statements are stated in Japanese yen, the currency of the country in which Dainippon
Sumitomo Pharma Co., Ltd. (the “Company”) is incorporated and operates. The translations of Japanese yen amounts
into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been translated at
the rate of ¥93 to U.S.$1.00, the approximate rate of exchange at March 31, 2010. These translations should not be
construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate.
The Company and its consolidated subsidiaries (together, the “Group”) have made certain reclassifications in the
2009 consolidated financial statements to conform to the classifications applied in 2010. These reclassifications have
had no effect on the previously reported net income or retained earnings.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Consolidation
The consolidated financial statements include the accounts of the Company and its 13 significant subsidiaries. Sumitomo Pharmaceuticals (Suzhou) Co., Ltd., has been included in the scope of consolidation as its importance has
increased. In addition, as a result of the acquisition of Sepracor Inc., its 7 subsidiaries and the 2 U.S. subsidiaries that
were previously nonconsolidated are newly consolidated.
Under the control or influence concept, those companies in which the Company, directly or indirectly, is able to
exercise control over operations are consolidated, and those companies over which the Group has the ability to exercise
significant influence are accounted for by the equity method.
Investments in the unconsolidated subsidiaries and affiliates are stated at cost, except for an affiliate company which
is stated with the fair value option of U.S. GAAP. If the equity method of accounting had been applied to the investments
in these companies, the effect on the accompanying consolidated financial statements would not have been material.
All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized
profit included in assets resulting from transactions within the Group has been eliminated.
There are 11 consolidated overseas subsidiaries. The fiscal year ends of all of the 11 companies are December 31.
The Company uses the consolidated subsidiaries’ financial statements as of December 31 to prepare the consolidated
financial statements. For significant transactions which have occurred during the period between December 31 and
March 31, necessary adjustments have been made to the consolidated financial statements.
b. Cash Equivalents
Cash equivalents are short-term investments that are readily convertible into cash and have no significant risk of change
in value. Cash equivalents include time deposits, certificate of deposits, commercial paper and bond funds, all of which
mature within three months of the date of acquisition.
Annual Report 2010
61
c. Marketable and Investment Securities
Marketable and investment securities are classified and accounted for, depending on management’s intent, as follows: i)
held-to-maturity debt securities, which are expected to be held to maturity with the positive intent and ability to hold to
maturity, are reported at amortized cost, and ii) available-for-sale securities, which are not classified as either trading
securities or held-to-maturity debt securities, are reported at fair value, with unrealized gains and losses net of applicable taxes reported in a separate component of net assets. Non marketable available-for-sale securities are stated at
cost, determined by the moving average method. If the fair value of investment securities declines to below cost and the
decline is material and other than temporary, the carrying value is reduced to net realizable value by a charge to income.
d. Inventories
Prior to April 1, 2008, inventories of the Group were stated at cost determined by the weighted-average method. Effective April 1, 2008, the Group adopted a new accounting standard for measurement of inventories and stated the inventories at the lower of weighted-average cost or net realizable value. Certain overseas consolidated subsidiaries use the
FIFO (first-in, first-out) costing method. Book values have been calculated using the lower of cost or net realizable value.
e. Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation of buildings is computed by the straight-line method over
the estimated useful life of the asset. Depreciation of machinery and equipment is computed by the declining balance
method over the estimated useful life of the asset. At the overseas consolidated subsidiaries, depreciation of all tangible
fixed assets is computed by the straight-line method. Ranges of useful lives used in the computation of depreciation are
as follows:
Buildings and structures:
3–60 years
Machinery and equipment: 2–17 years
f. Intangible Assets
Intangible assets are stated at cost less accumulated amortization, which is computed by the straight-line method.
Ranges of useful lives used in the computation of depreciation are as follows:
Patent rights:
1 to 10 years
g. Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets of the business acquired and
is amortized using the straight-line method over 20 years.
h. Leases
Finance leases are to be capitalized, except for finance leases that commenced prior to April 1, 2008 and do not transfer the ownership of the leased property to the lessee.
Capitalized finance leases are depreciated by the straight-line method in which the lease period is taken as the useful
life and the residual value is zero.
i. Long-Lived Assets
Long-lived assets presented as property, plant and equipment and intangible assets on the consolidated balance sheets
are carried at cost less depreciation and are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized if
the carrying amount exceeds the sum of the undiscounted future cash flows expected to result from the continued use
and eventual disposition of the asset or asset group. The impairment loss is measured as the result from the continued
use and eventual disposition of the asset or the net selling price at disposition.
62
Dainippon Sumitomo Pharma Co., Ltd.
j. Retirement and Severance Benefits
Upon retirement or termination of employment, employees are normally entitled to lump-sum and/or annuity payments
based on their rate of payment at the time of retirement or termination and length of service.
The Group has a lump-sum plan, a defined benefit pension plan and a defined contribution plan for employees. The
liability for retirement benefit is provided based on projected benefit obligations and the fair value of plan assets at the
balance sheet date.
The liability for retirement benefits for directors and corporate auditors in certain consolidated subsidiaries are
recorded to state the liability at the amount that would be required if all directors and corporate auditors retired at the
balance sheet date. The liability for retirement benefits includes retirement benefits for directors and corporate auditors
in the consolidated subsidiaries.
The Company terminated its retirement benefit plan for directors and corporate auditors on June 29, 2005. The
benefits granted prior to the termination date are included in current liabilities.
k. Research and Development Costs
Research and development costs are charged to income as incurred. Research and development costs included in
selling, general and administrative expenses for the years ended March 31, 2010 and 2009 were ¥51,371 million
($552,376 thousand) and ¥52,819 million, respectively.
l. Income Taxes
The provision for income taxes is computed based on the pretax income included in the consolidated statements of
income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.
Deferred tax assets and liabilities are measured by using currently enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
m. Foreign Currency Items
All short-term and long-term monetary receivables and payables denominated in foreign currencies are translated into
Japanese yen at the exchange rates prevailing at the balance sheet date. The foreign exchange gains and losses from
translation are recognized in the statements of income.
Financial statements of overseas subsidiaries are translated into Japanese yen at year-end rate for all assets and
liabilities and at weighted average rates for income and expense accounts. Differences arising from such translations are
shown as “Foreign currency translation adjustments” in a component of net assets.
n. Derivative Financial Instruments
Foreign exchange contracts are utilized to hedge the exposure risk arising from fluctuations in foreign exchange rates.
Derivative instruments are stated at fair value and accounted for using deferred hedge accounting. Recognition of gain
or loss resulting from a change in fair value of a derivative financial instrument is deferred until the related loss or gain on
the hedged item is recognized if the derivative financial instrument is used as a hedge and meets certain hedging criteria. Foreign exchange contracts that meet certain hedging criteria are accounted for under the allocation method. The
allocation method requires recognized foreign currency receivables and payables to be translated using the corresponding foreign exchange contract rates. The Group has established a hedging policy which includes policies and procedures for risk assessment and for the approval, reporting and monitoring of derivatives transactions. The Group does
not hold or issue derivative financial instruments for speculative trading purposes.
The Group is exposed to certain market risk arising from its forward foreign exchange contracts. The Group is also
exposed to the risk of credit loss in the event of nonperformance by the counterparties to its currency contracts. However, the Group does not anticipate nonperformance by any of these counterparties as all are financial institutions with
high credit ratings.
Annual Report 2010
63
o. Per Share Information
Basic net income per share is computed by dividing net income available to common shareholders by the weighted
average number of common shares outstanding for the period, retroactively adjusted for stock splits. The number of
shares used in the calculation of net income per share was 397,317 thousand and 397,363 thousand for the years
ended March 31, 2010 and 2009, respectively.
Cash dividends per share presented in the accompanying consolidated statements of income are dividends applicable to the respective years including dividends to be paid after the end of the year.
p. Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in
Japan requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
q. Accounting Changes
Application of accounting standards for business combination
The “Accounting Standards for Business Combination” (Accounting Standards Board of Japan Statement No. 21, dated
December 26, 2008), the “Accounting Standards for Consolidated Financial Statements” (Accounting Standards Board
of Japan Statement No. 22, dated December 26, 2008), the “Partial Amendment of the Accounting Standards for
Research & Development Expenses, etc.” (Accounting Standards Board of Japan Statement No. 23, dated December
26, 2008), the “Accounting Standards for Business Divestiture, etc.” (Accounting Standards Board of Japan Statement
No. 7, dated December 26, 2008), the “Accounting Standards for the Equity Method” (Accounting Standards Board of
Japan Statement No. 16, promulgated on December 26, 2008), and the “Accounting Standards for Business Combination and the Implementation Guidance for the Accounting Standards for Business Divestiture, etc.” (Implementation
Guidance No. 10 of Accounting Standards Board of Japan Statement, dated December 26, 2008), have all become
applicable to business combinations, business divestitures, etc., implemented in the consolidated fiscal year commencing on or after April 1, 2009. Accordingly, these accounting standards have been adopted from the present consolidated
fiscal year.
r. Additional Information
Effective from the year ended March 31, 2010, the Company adopted the revised Accounting Standard, “Accounting
Standard for Financial Instruments” (Accounting Standards Board of Japan (“ASBJ”) Statement No. 10, revised on
March 10, 2008) and the “Guidance on Disclosures about Fair Value of Financial Instruments” (ASBJ Guidance No.19,
revised on March 10, 2008). Information on financial instruments for the year ended March 31, 2010 required pursuant
to the revised accounting standards is set forth in note 5.
3. CASH AND CASH EQUIVALENTS
Cash and cash equivalents at March 31, 2010 and 2009 for purposes of the consolidated statements of cash flows
consisted of the following:
Millions of yen
2010
2009
Cash and time deposits
Time deposits with maturities over three months
Marketable securities with maturities of three months or
less when purchased
Cash and cash equivalents
64
Dainippon Sumitomo Pharma Co., Ltd.
Thousands of
U.S. dollars
2010
¥13,823
¥21,990
$148,634
—
(2,000)
—
44,317
29,492
476,529
¥58,140
¥49,482
$625,163
4. INVENTORIES
Inventories at March 31, 2010 and 2009 consisted of the following:
Millions of yen
2010
2009
Finished goods and semi-finished goods
Work–in-process
Raw materials and supplies
Total
¥46,708
¥39,674
Thousands of
U.S. dollars
2010
$502,237
3,348
2,934
36,000
15,174
11,902
163,161
¥65,230
¥54,510
$701,398
5. FINANCIAL INSTRUMENTS
1) Policies for using financial instruments
The Group procures funds that are required for investments plan and other purposes in order to carry out business
inside and outside Japan. Temporary surplus funds are invested only in safe financial instruments for which there is a
low probability of loss of invested capital. Derivative transactions are used only to avoid risk as described below, and
speculative transactions are not undertaken.
2) Details of financial instruments and risks, policies and systems for risk management
In order to reduce the credit risks of notes and accounts receivable associated with customers, due dates and amounts
outstanding are managed for each customer in accordance with the standards pertaining to the management of loans
as determined by each Group company. In addition, a system to regularly obtain and review the credit standing of major
clients has been adopted.
Marketable securities and investment securities consist primarily of bonds held to maturity and stocks. These investments are exposed to risks associated with changes in market prices. The market values of the securities and the
financial standing of the issuers of these investments are regularly monitored. The shareholding status is also reviewed
continuously, and relationships with the client companies are taken into account. In addition, bonds held to maturity
consist of only highly rated bonds, pursuant to the Group regulations for the management of funds to minimize
credit risks.
Payables such as notes and trade accounts payable are all due within one year. As some of these payables consist of
notes and accounts payable that are denominated in foreign currencies and generated through import of raw materials,
they are also exposed to the risk of fluctuations in exchange rates. When significant, these risks are hedged using
foreign exchange forward contracts.
Almost all income taxes payable are due within two months.
Derivative financial instruments of the Group include forward exchange contracts for the purpose of hedging risks of
fluctuations in exchange rates of receivables and payables denominated in foreign currencies. With respect to forward
exchange contracts, the Finance & Accounting Division formulates an implementation plan for hedging foreign currency
risks every half year pursuant to the regulations for management of foreign currency risks and, upon reporting to the
Board of Directors, executes transactions, and posts the applicable entries. The results of derivative transactions are
also reported to the Board of Directors. See “Derivative Financial Instruments” as stated in the above “Summary of
Significant Accounting Policies” for information on hedging instruments, hedged items, hedging policy, and the method
by which the effectiveness of hedging is evaluated, as they relate to hedge accounting.
While loans payable and accounts payable –other are exposed to liquidity risks, the risks are managed within the
Group by producing cash flow plans on a monthly basis.
Annual Report 2010
65
3) Supplemental information on market values
In addition to value based on quoted market prices, the market value of financial instruments includes fair value which is
determined by using valuation techniques. Since certain assumptions are considered in the calculation of such
amounts, the adoption of different assumptions may cause prices to vary.
Book values and market values of the financial instruments on the consolidated balance sheet at March 31, 2010 are as
follows:
Book values
(1) Cash and time deposits
(2) Trade notes
(3) Trade accounts
(4) Due from parent company,
unconsolidated subsidiaries and affiliates
(5) Marketable and investment securities
(6) Investment in unconsolidated subsidiaries and affiliates
Total assets
(1) Short-term bank loans
(2) Trade notes
(3) Trade accounts
(4) Due to parent company, unconsolidated subsidiaries and affiliates
(5) Income taxes payable
Total liabilities
Derivative transactions
Millions of yen
Market values
¥ 13,823
2,791
92,953
¥ 13,823
2,791
92,953
¥—
—
—
25,118
99,993
1,262
¥235,940
165,800
176
44,682
2,682
8,571
¥221,911
25,118
100,016
1,262
¥235,963
165,800
176
44,682
2,682
8,571
¥221,911
—
23
—
¥23
—
—
—
—
—
¥—
¥
¥
¥—
—
—
Thousands of U.S. dollars
Book values Market values
(1) Cash and time deposits
(2) Trade notes
(3) Trade accounts
(4) Due from parent company,
unconsolidated subsidiaries and affiliates
(5) Marketable and investment securities
(6) Investment in unconsolidated subsidiaries and affiliates
Total assets
(1) Short-term bank loans
(2) Trade notes
(3) Trade accounts
(4) Due to parent company, unconsolidated subsidiaries and affiliates
(5) Income taxes payable
Total liabilities
Derivative transactions
Difference
Difference
$ 148,634
30,011
999,495
$ 148,634
30,011
999,495
$ —
—
—
270,086
1,075,194
13,570
$2,536,990
1,782,796
1,892
480,452
28,839
92,161
$2,386,140
$
—
270,086
1,075,441
13,570
$2,537,237
1,782,796
1,892
480,452
28,839
92,161
$2,386,140
$
—
—
247
—
$247
—
—
—
—
—
$ —
$ —
Note 1: Basis of determining fair value of financial instruments, and matters pertaining to securities and derivative transactions
Assets
(1) Cash and time deposits
As all time deposits are short-term deposits, fair value is approximately equal to book value and is calculated according to the applicable book value.
(2) Trade notes, (3) Trade accounts, (4) Due from parent company, unconsolidated subsidiaries and affiliates
As these assets are settled on a short-term basis, fair value is approximately equal to book value and is calculated according to the applicable book value.
(5) Marketable and investment securities
The fair value of these assets is calculated according to the quoted market price for shares and the price indicated by the applicable financial trading
institution for bonds. As negotiable certificates of deposit are settled on a short-term basis, fair value is approximately equal to book value and is calculated
according to the applicable book value. See the notes on “Marketable and investment securities” for notes pertaining to securities according to the purpose
for which they are held.
Liabilities
(1) Short-term bank loans, (2) Trade notes, (3) Trade accounts, (4) Due to parent company, unconsolidated subsidiaries and affiliates, (5) Income taxes payable
As these liabilities are settled on a short-term basis, fair value is approximately equal to book value and is calculated according to the applicable book value.
Derivative transactions
See notes on “Derivative transactions.”
66
Dainippon Sumitomo Pharma Co., Ltd.
Note 2: Financial instruments for which the ascertainment of a fair value is deemed to be exceedingly difficult and are not included in “(5) Marketable and investment
securities, (6) Investment in unconsolidated subsidiaries and affiliates” are as follows:
Amount on consolidated balance sheet
Millions of yen
Thousands of U.S. dollars
¥ 434
¥ 4,667
Investment in unconsolidated subsidiaries and affiliates
2,490
26,773
Investment in limited partnership
1,895
20,376
Unlisted shares
The fair value of unlisted shares and investment in unconsolidated subsidiaries and affiliates is not disclosed given the unavailability of quoted market prices because
they are deemed to be exceedingly difficult to ascertain.
The fair value of investment in limited partnerships is not disclosed as their assets consist of those deemed to be exceedingly difficult to ascertain, such as unlisted
shares.
Note 3: Scheduled redemption amounts after the consolidated balance sheet date for monetary claims and securities with period of maturity
Within 1 year
Over 10 years
—
¥—
—
—
—
Trade accounts
92,953
—
—
—
Due from parent company, unconsolidated
subsidiaries and affiliates
25,118
—
—
—
Marketable and investment securities:
Bonds held to maturity (corporate bonds)
2,003
2,991
—
—
Trade notes
Available-for-sale securities with maturities
(negotiable certificates of deposit)
Available-for-sale securities with maturities (bonds)
Total ¥
From 5 years
to 10 years 2,791
Cash and time deposits
¥ 13,823
Millions of yen
From 1 year
to 5 years
¥
—
28,000
—
—
—
5,326
10,918
—
6,600
¥170,014
¥13,909
¥—
¥6,600
Thousands of U.S. dollars
From 1 year
From 5 years
Within 1 year
to 5 years
to 10 years —
$—
30,011
—
—
—
Trade accounts
999,495
—
—
—
Due from parent company, unconsolidated
subsidiaries and affiliates
270,086
—
—
—
Marketable and investment securities:
Bonds held to maturity (corporate bonds)
21,538
32,161
—
—
Cash and time deposits
Trade notes
Available-for-sale securities with maturities
(negotiable certificates of deposit)
Available-for-sale securities with maturities (bonds)
Total $ 148,634
$
Over 10 years
$
—
301,075
—
—
—
57,269
117,398
—
70,968
$1,828,108
$149,559
$—
$70,968
Annual Report 2010
67
6. MARKETABLE AND INVESTMENT SECURITIES
Marketable and investment securities as of March 31, 2010 and 2009 consisted of the following:
Millions of yen
2010
2009
Thousands of
U.S. dollars
2010
Current:
¥
575
¥ 1,011
6,754
5,000
72,623
—
2,990
—
Negotiable certificates of deposit
28,000
25,500
301,075
MMF
15,856
—
170,495
¥51,185
¥34,501
$550,376
¥28,300
¥24,930
$304,301
13,908
6,992
149,548
Government/local government bonds
Corporate bonds
Commercial paper
Total
$
6,183
Noncurrent:
Equity securities
Government and corporate bonds
Trust fund investments and other
Total
8,929
1,219
96,011
¥51,137
¥33,141
$549,860
The carrying amount and aggregate fair value of marketable and investment securities at March 31, 2010 and 2009
were as follows:
Millions of yen
2010
Cost
Unrealized gains Unrealized losses
Fair value
Securities classified as:
Available-for-sale:
Equity securities
¥14,965
¥13,605
¥(270)
¥28,300
16,260
13
(29)
16,244
Other securities
6,541
59
—
6,600
Held-to-maturity
4,994
26
(4)
5,016
Bonds and debentures
Millions of yen
2009
Cost
Unrealized gains Unrealized losses
Fair value
Securities classified as:
Available-for-sale:
Equity securities
¥15,044
¥9,853
¥(821)
¥24,076
Held-to-maturity
13,003
24
(239)
12,788
Thousands of U.S. dollars
2010
Cost
Unrealized gains Unrealized losses
Fair value
Securities classified as:
Available-for-sale:
Equity securities
$146,290
$(2,903)
$304,301
174,839
140
(312)
174,667
Other securities
70,333
635
—
70,968
Held-to-maturity
53,699
279
(43)
53,935
Bonds and debentures
68
$160,914
Dainippon Sumitomo Pharma Co., Ltd.
The Company recognized ¥843 million ($9,065 thousand) and ¥281 million as impairment loss on equity securities
in available-for-sale securities with determinable market value in the years ended at March 31, 2010 and 2009,
respectively.
Proceeds from sales of available-for-sale securities were ¥19,882 million ($213,785 thousand) and ¥1 million for the
years ended March 31, 2010 and 2009, respectively. On those sales, gross realized gains and losses computed on a
moving average cost basis were ¥2 million ($22 thousand) and ¥0 million ($0 thousand), respectively, for the year ended
March 31, 2010, and ¥0 million and ¥0 million, respectively, for the year ended March 31, 2009.
At March 31, 2010, investment securities of ¥62 million ($667 thousand) were pledged as collateral for accounts
payable of ¥219 million ($2,355 thousand). At March 31, 2009, investment securities of ¥34 million were pledged as
collateral for accounts payable of ¥218 million.
7. DERIVATIVE TRANSACTIONS
Derivative transactions as of March 31, 2010 were as follows:
Currency related
Hedge accounting method
Transaction type
Main hedged items Contract amount
Appropriation of
Forward exchange
forward exchange contracts contracts
Buy contracts
Trade
USD
accounts/payable
172
EUR
22
Portion over 1 year
Market value
Millions of yen
—
—
(*)
(*)
* As forward exchange contracts subject to appropriation are processed in an integrated manner together with the hedged trade accounts/payable, the fair value of
the forward exchange contact is included in the fair value of the applicable trade accounts/payable items and stated accordingly.
8. SHORT-TERM BANK LOANS AND LONG-TERM DEBT
Short-term bank loans consisted of unsecured loans from banks bearing interest at a rate of 0.93% at March 31, 2010
and at a rate of 1.65% at March 31, 2009. Other liabilities include deposits received from customers in the amount of
¥3,259 million ($35,043 thousand) as of March 31, 2010, bearing interest at a rate of 0.35%, and ¥3,224 million as of
March 31, 2009, bearing interest at a rate of 1.98%, respectively.
The annual average interest rate applicable to short-term bank loans at March 31, 2010 was 0.93%.
Annual Report 2010
69
9. INCOME TAXES
The Group is subject to Japanese national and local income taxes which, in the aggregate, resulted in a normal effective
statutory tax rate of approximately 40.6% for the years ended March 31, 2010 and 2009.
Significant components of deferred tax assets and liabilities as of March 31, 2010 and 2009 were as follows:
Millions of yen
2010
2009
Thousands of
U.S. dollars
2010
Deferred tax assets:
Liability for retirement benefits
¥ 3,016
¥ 2,605
$ 32,430
799
588
8,591
Accrued bonuses to employees
2,967
3,302
31,903
Reserve for sales rebates
5,932
168
63,785
Loss on devaluation of investment securities
1,265
949
13,602
13,143
9,822
141,323
Accrued enterprise taxes
Research and development costs
2,638
2,320
28,366
Net operating loss carried forward
22,110
—
237,742
Amortization of intangible assets
13,140
—
141,290
9,513
—
102,290
Inventories
Tax credit for R&D expenses of overseas subsidiaries
Other
12,183
6,833
131,001
Gross deferred tax assets
86,706
26,587
932,323
Valuation allowance
(5,191)
(1,785)
(55,818)
Total deferred tax assets
81,515
24,802
876,505
Deferred tax liabilities:
Unrealized gains on available-for-sale securities
Deferred gain on sales of fixed assets
Tax effect of intangible assets related to business combination
Other
Total deferred tax liabilities
Net deferred tax assets
(5,044)
(3,219)
(54,237)
(663)
(694)
(7,129)
(40,633)
—
(436,914)
(1,092)
(15)
(11,472)
(47,432)
(3,928)
(510,022)
¥ 34,083
¥20,874
$ 366,483
A reconciliation between the normal statutory tax rates and the effective tax rates reflected in the accompanying
consolidated statement of income for the years ended March 31, 2010 and 2009 was as follows:
Normal statutory tax rate
2010
2009
40.6%
40.6%
4.9
5.4
Increase (decrease) in taxes due to:
Expenses not deductible for tax purposes
(0.4)
(0.6)
(11.7)
(7.1)
Amortization of goodwill
1.1
—
Change in valuation allowance
(1.5)
—
Other
(0.3)
(0.5)
Effective tax rate
33.3%
37.8%
Nontaxable dividend income
Tax credits for research and development costs
70
Dainippon Sumitomo Pharma Co., Ltd.
10. RETIREMENT AND SEVERANCE BENEFITS
The liability (asset) for employees’ retirement benefits at March 31, 2010 and 2009 consisted of the following:
Millions of yen
2010
2009
Projected benefit obligation
Fair value of plan assets
Thousands of
U.S. dollars
2010
¥ 81,791
¥ 81,589
$ 879,473
(66,079)
(62,348)
(710,527)
Unrecognized prior service benefit
1,428
1,662
15,355
Unrecognized actuarial gain (loss)
(10,102)
(15,391)
(108,624)
Prepaid pension cost
Liability for employees’ retirement benefits
2,759
3,742
29,667
¥ 9,797
¥ 9,254
$ 105,344
Certain consolidated subsidiaries have adopted a simplified calculation method for projected benefit obligation allowed
for small business entities in Japan. The components of net periodic retirement benefit costs were as follows:
Millions of yen
2010
2009
Thousands of
U.S. dollars
2010
Service cost
¥ 3,166
¥ 3,286
$ 34,043
Interest cost
1,624
1,621
17,462
Expected return on plan assets
(1,159)
(1,372)
(12,462)
(234)
(234)
(2,516)
Amortization of prior service cost
Recognized actuarial loss
1,217
301
13,086
Net periodic benefit costs
¥ 4,614
¥ 3,602
$ 49,613
Contribution payments to defined contribution pension plan
Total
706
495
7,591
¥ 5,320
¥ 4,097
$ 57,204
The Company has a lump-sum payment plan, a noncontributory defined benefit pension plan and a defined contribution pension plan.
The liability for retirement benefits for directors and corporate auditors in the consolidated subsidiaries as of March
31, 2010 and 2009 were ¥51 million ($548 thousand) and ¥42 million, respectively.
Assumptions used for the years ended March 31, 2010 and 2009 were as follows:
Method of attributing benefits to periods of service
Discount rate
2010 2009
straight-line basis
straight-line basis
2.0%
2.0%
2.0%
2.0%
Amortization period for prior service cost
15 years
15 years
Recognition period for actuarial gain/loss
15 years
15 years
Expected rate of return on plan assets
Annual Report 2010
71
11. SHAREHOLDERS’ EQUITY
Under The Japanese Corporate Law (“the Law”) and regulations, the entire amount paid for new shares is required to be
designated as common stock. However, a company may, by a resolution of the Board of Directors, designate an
amount not exceeding one half of the price of the new shares as additional paid-in capital, which is included in capital
surplus.
Under the Law, in cases where a dividend distribution of surplus is made, the smaller of an amount equal to 10% of
the dividend or the excess, if any, of 25% of common stock over the total of additional paid-in capital and legal reserve
must be set aside as additional paid-in capital or legal reserve. Legal reserve is included in retained earnings in the
accompanying consolidated balance sheets.
Under the Japanese Commercial Code, legal reserve and additional paid-in capital could be used to eliminate or
reduce a deficit by a resolution of the shareholders’ meeting or could be capitalized by a resolution of the Board of
Directors. Under the Law, both of these appropriations generally require a resolution of the shareholders’ meeting.
Additional paid-in capital and legal reserve may not be distributed as dividends, but may be transferred to other
capital surplus and retained earnings, respectively, which are potentially available for dividends.
The maximum amount that the Company can distribute as dividends is calculated based on the unconsolidated
financial statements of the Company in accordance with Japanese laws and regulations.
At the annual shareholders’ meeting held on June 25, 2010, the shareholders approved year-end cash dividends of
¥9.00 ($0.09) per share, totaling ¥3,576 million ($38,452 thousand). These appropriations had not been accrued in the
consolidated financial statements as of March 31, 2010. Such appropriations are recognized in the period in which they
are approved by the shareholders.
12. TRANSACTIONS WITH PARENT COMPANY, UNCONSOLIDATED SUBSIDIARIES AND AFFILIATES
Transactions of the Group with the parent company, Sumitomo Chemical Co., Ltd., unconsolidated subsidiaries and
affiliates for the years ended March 31, 2010 and 2009 were as follows:
Millions of yen
2010
2009
Sales
Purchases
72
Dainippon Sumitomo Pharma Co., Ltd.
Thousands of
U.S. dollars
2010
¥ 286
¥1,560
$ 3,075
7,566
9,105
51,355
13. RELATED PARTY TRANSACTIONS
Major transactions of the Group with the parent company, Sumitomo Chemical Co., Ltd., for the years ended March 31,
2010 and 2009 were as follows:
Millions of yen
2010
2009
Sales of products
¥
20
¥
26
Thousands of
U.S. dollars
2010
$
215
Purchases of products
4,501
5,737
48,398
Payment of other expenses
1,627
1,579
17,495
47
58
505
25,000
10,000
268,817
260
398
2,796
Sales of other assets
Loans provided and settled (net)
Interest income
The balances due to or from the parent company, Sumitomo Chemical Co., Ltd., at March 31, 2010 and 2009 were
as follows:
Millions of yen
2010
2009
Trade receivable accounts
Other current assets
¥
42
¥
61
Thousands of
U.S. dollars
2010
$
452
25,012
50,223
268,946
1,793
3,435
19,280
Trade payable accounts
14. LEASES
The Group leases certain machinery, computer equipment, office space and other assets. Total rental expenses for the
years ended March 31, 2010 and 2009 were ¥6,920 million ($74,409 thousand) and ¥7,147 million, respectively, including ¥513 million ($5,516 thousand) and ¥867 million of lease payments under finance leases.
Pro forma information for leased property including acquisition cost, accumulated depreciation, obligations under
finance leases and depreciation expense for finance leases that do not transfer ownership of the leased property to the
lessee on an “as if capitalized” basis for the years ended March 31, 2010 and 2009 was as follows:
Millions of yen
2010
2009
Thousands of
U.S. dollars
2010
Machinery and equipment:
Acquisition cost
Accumulated depreciation
Net leased property
¥ 1,775
¥ 3,227
$ 19,086
(1,404)
(2,338)
(15,097)
889
$ 3,989
¥
371
¥
Millions of yen
2010
2009
Thousands of
U.S. dollars
2010
Obligations under finance leases:
Due within one year
Due after one year
Total
¥274
¥516
$2,946
97
373
1,043
¥371
¥889
$3,989
Annual Report 2010
73
15. BUSINESS COMBINATIONS
Acquisition of Sepracor Inc.
a. Name of acquired company, description of its business, main reasons for undertaking the business combination, date and
legal form of business combination, name of combined entity, ratios of acquired voting rights, and main basis behind the
determination of the acquiring company
1. Name of acquired company and description of its business
Name of acquired company: Sepracor Inc.
Description of business: Research and development into and the production, marketing, and sales of ethical drugs for
areas such as the central nervous system and the respiratory system.
2. Main reasons for undertaking business combination
To establish a sales system in the United States and facilitate early market penetration for lurasidone. To allow for the
rapid maximization of sales, significantly expanding our overseas operations and further fortifying our development
pipeline in the United States.
3. Date of business combination
October 15, 2009
4. Legal form of business combination
Acquisition of shares for cash consideration
5. Name of combined entity
Sepracor Inc.
6. Ratios of acquired voting rights
Ratio of voting rights owned prior to the acquisition of shares: 0%
Ratio of voting rights after acquisition: 100%
7. Main basis behind the determination of the acquiring company
Aptiom, Inc., an indirect wholly owned subsidiary, acquired 100% of the shares of Sepracor Inc. for cash consideration
b. Term of performance of the acquired company included in the consolidated financial statements
From October 15, 2009 to December 31, 2009
c. Cost of acquisition and form of consideration
The acquisition cost was 2,506 million US dollars and the consideration was cash.
d. Amount of accrued goodwill, cause of accrual, amortization method, amortization period
1. Amount of goodwill: ¥82,986 million ($913,847 thousand)
2. Cause of accrual: As the cost of acquisition exceeded the net amount allocated to acquired assets and assumed
liabilities, the difference has been posted as goodwill.
3. Amortization method and amortization period
Straight-line method for 20 years
4. The amount of goodwill has been calculated on a tentative basis.
e. Total assets acquired and liabilities assumed on the date of business combination and the main components thereof
Millions of yen
Current assets
Fixed assets
Total assets
Current liabilities
Long-term liabilities
Total liabilities
¥ 93,392 226,433 319,825 83,182 9,028 ¥ 92,210 Thousands of U.S. dollars
$1,028,436
2,493,475
3,521,911
916,001
99,418
$1,015,419
f. The cost of acquisition allocated to intangible fixed assets other than goodwill and amortization periods by main components
Main components Patent rights
In-process research and development
Millions of yen
¥108,654
5,358
Amount
Thousands of U.S. dollars
$1,168,323
57,613
Amortization period
1 to 10 years
available period
g. Estimated impact on the consolidated statements of income for the year ended March 31, 2010, assuming that the business combination was concluded on April 1, 2009, was as follows:
(Unaudited)
Millions of yen
Net sales
Ordinary income
Net income
¥ 96,700 (14,700) (15,800) Thousands of U.S. dollars
$1,021
(156)
(168)
These unaudited amounts were calculated according to the difference between unaudited information on sales and
income calculated on the assumption that the business combination was concluded on April 1, 2009 and information
on sales and income contained in the consolidated statements of income of the acquiring company.
74
Dainippon Sumitomo Pharma Co., Ltd.
16. SEGMENT INFORMATION
The Group operates in two business segments: “Pharmaceuticals” and “Other products.” Business segment information for the Group for the years ended March 31, 2010 and 2009 was as follows:
Millions of yen
2010
Other
Pharmaceuticals products
Total
Eliminations/
corporate
Consolidated
I.Sales and operating income
¥236,755
¥59,507
¥296,262
—
¥296,262
Total
236,755
59,507
296,262
—
296,262
Operating expenses
203,741
56,896
260,637
—
260,637
Operating income
¥ 33,014
¥ 2,611
¥ 35,625
—
¥ 35,625
¥498,057
¥22,922
¥520,979
¥105,764
¥626,743
17,671
172
17,843
—
17,843
6,321
150
6,471
—
6,471
Millions of yen
2009
Other
Pharmaceuticals products
Total
Eliminations/
corporate
Consolidated
Sales to customers
Intersegment sales and transfers
II.Identifiable assets, depreciation and capital expenditures
Identifiable assets
Depreciation
Capital expenditures
I.Sales and operating income
Sales to customers
¥206,816
¥57,221
¥264,037
—
¥264,037
Total
206,816
57,221
264,037
—
264,037
Operating expenses
176,981
55,890
232,871
—
232,871
Operating income
¥ 29,835
¥ 1,331
¥ 31,166
—
¥ 31,166
Intersegment sales and transfers
II.Identifiable assets, depreciation and capital expenditures
Identifiable assets
¥217,660
¥21,026
¥238,686
¥152,609
¥391,295
Depreciation
10,542
182
10,724
—
10,724
Capital expenditures
10,387
182
10,569
—
10,569
Thousands of U.S. dollars
2010
Other
Eliminations/
Pharmaceuticals products
Total
corporate
Consolidated
I.Sales and operating income
Sales to customers
$2,545,753
$639,860 $3,185,613
— $3,185,613
2,545,753
639,860 3,185,613
— 3,185,613
Intersegment sales and transfers
Total
Operating expenses
2,190,763
611,785 2,802,548
— 2,802,548
Operating income
$ 354,990
$ 28,075 $ 383,065
— $ 383,065
$5,355,452
$246,473 $5,601,925 $1,137,247 $6,739,172
II.Identifiable assets, depreciation and capital expenditures
Identifiable assets
Depreciation
Capital expenditures
190,011
1,849
191,860
—
191,860
67,968
1,613
69,581
—
69,581
Annual Report 2010
75
Business segments comprise the following:
Business Segment
Major Products
Pharmaceuticals
Other Products
Cardiovascular system drugs
Antibacterial and antibiotic agents
Central nervous system and antiallergic drugs
Gastrointestinal drugs
Animal health products
Feeds and feed additives
Food additives
Diagnostics
Other products (industrial chemicals, research reagents and instruments, etc.)
Geographical segment information for the Group for the year ended March 31, 2010 was as follows:
Millions of yen
2010
Japan
North America
China
Total
Eliminations/
corporate
I. Sales and operating income
Sales to customers
¥263,467 ¥ 28,648
¥4,147 ¥296,262 ¥
—
Intersegment sales and transfers
1,362
1,304
463
3,129
3,129
Total
264,829
29,952
4,610
299,391
3,129
Operating expenses
227,874
32,111
3,738
263,723
3,086
Operating income (loss)
¥ 36,955 ¥ (2,159)
¥ 872 ¥ 35,668 ¥
43
II. Identifiable assets
¥575,500 ¥281,047
¥2,852 ¥859,399 ¥232,656
Thousands of U.S. dollars
2010
Japan
North America
China
Total
Eliminations/
corporate
Consolidated
¥296,262
—
296,262
260,637
¥ 35,625
¥626,743
Consolidated
I. Sales and operating income
Sales to customers
$2,832,978 $ 308,043
$44,591 $3,185,613 $
— $3,185,613
Intersegment sales and transfers
14,645
14,022
4,978
33,645
33,645
—
Total
2,847,624
322,065
49,569 3,219,258
33,645 3,185,613
Operating expenses
2,450,258
345,280
40,194 2,835,731
33,183 2,802,549
$ 397,366 $ (23,215) $ 9,375 $ 383,527 $
Operating income (loss)
462 $ 383,065
II. Identifiable assets
$6,188,172 $3,022,011
$30,667 $9,240,849 $2,501,677 $6,739,172
Geographical segment information for the year ended March 31, 2009 is not disclosed because none of the Company’s
consolidated subsidiaries were located outside Japan.
76
Dainippon Sumitomo Pharma Co., Ltd.
Overseas sales information for the Group for the years ended March 31, 2010 and 2009 was as follows:
Overseas sales
Millions of yen
2010
2009
North America
Europe
Asia and Other
Total
¥28,947
17,059
7,009
¥53,015
¥
281
17,681
4,089
¥22,051
Thousands of
U.S. dollars
2010
$311,258
183,430
75,366
$570,054
Percentage of consolidated net sales
2010
2009
North America
Europe
Asia and Other
Total
9.8%
5.7
2.4
17.9%
0.1%
6.7
1.6
8.4%
17. CONTINGENT LIABILITIES
Contingent liabilities for guarantees of indebtedness of an affiliate and for employees’ housing loans guaranteed at
March 31, 2010 were as follows:
Millions of yen
Guarantees of indebtedness
Loans guaranteed
¥791
213
Thousands of
U.S. dollars
$8,505
2,290
18. LITIGATION
a. An appeal filed on April 6, 2009 by Wakunaga Pharmaceutical Co., Ltd. (“Wakunaga”) to the Japanese Supreme
Court, of a judgment rendered by the Osaka High Court in favor of the Company on March 24, 2009, involving
litigation between Wakunaga and the Company arising from the termination of a license agreement between Wakunaga and the Company concerning the new compound quinolone, was rejected by the Japanese Supreme Court on
April 22, 2010. As a result, the judgment of the Osaka High Court in favor of the Company was confirmed, and the
litigation has been completed.
b. In April 2007, Dey, L.P. and Dey, Inc. (together, “Dey”) filed a lawsuit in the U.S. District Court for the Southern District
of New York against Sepracor, alleging that the manufacture and sale of BROVANA® Inhalation Solution infringes or
will induce infringement of a single United States patent owned by Dey. Sepracor is currently litigating this matter.
Annual Report 2010
77
Independent Auditors’ Report
To the Board of Directors of Dainippon Sumitomo Pharma Co., Ltd.:
We have audited the accompanying consolidated balance sheets of Dainippon Sumitomo Pharma Co., Ltd. (the
“Company”) and its consolidated subsidiaries as of March 31, 2010 and 2009, and the related consolidated statements of income, changes in net assets and cash flows for the years then ended expressed in Japanese yen.
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to independently express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in Japan. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Dainippon Sumitomo Pharma Co., Ltd. and its consolidated subsidiaries as of March 31, 2010
and 2009, and the results of their operations and their cash flows for the years then ended, in conformity with
accounting principles generally accepted in Japan.
Without qualifying our opinion, we draw attention to the following.
(1) As discussed in Note 2(q) to the Notes to consolidated financial statements, the Company has adopted the
Accounting Standard for Business Combinations (Accounting Standards Board of Japan Statement No. 21,
dated December 26, 2008) and several other related standard changes from the year ended March 31, 2010.
(2) As discussed in Note 2(d) to the Notes to consolidated financial statements, the Company and its domestic
consolidated subsidiaries have adopted the Accounting Standard for Measurement of Inventories from the year
ended March 31, 2009.
The U.S. dollar amounts in the accompanying consolidated financial statements with respect to the year ended
March 31, 2010 are presented solely for convenience. Our audit also included the translation of yen amounts into
U.S. dollar amounts and, in our opinion, the translation was made on the basis described in Note 1 to the Notes to
consolidated financial statements.
Osaka, Japan
June 25, 2010
78
Dainippon Sumitomo Pharma Co., Ltd.
Corporate Data (As of March 31, 2010)
Name
Dainippon Sumitomo Pharma Co., Ltd.
Establishment May 14, 1897
Administrator of
Shareholders’ Register The Sumitomo Trust & Banking Co., Ltd.
Date of Merger October 1, 2005
Headquarters
6-8 Doshomachi 2-chome, Chuo-ku, Osaka 541-0045, Japan
TEL: +81-6-6203-5321 FAX: +81-6-6202-6028
Capital
¥22.4 billion
Lead Managers
(Main) Daiwa Securities Capital Markets Co., Ltd.;
(Sub) Nikko Cordial Securities Inc.
Main Banks Sumitomo Mitsui Banking Corporation;
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Key Facilities
Headquarters (Osaka), Tokyo Office (Tokyo),
Osaka Center (Osaka), 25 Branches,
4 Plants (Mie, Osaka, Ehime, Oita),
2 Research Laboratories (Osaka),
2 Distribution Centers (Saitama, Hyogo)
Employees 7,407 (consolidated), 4,686 (non-consolidated)
Total Number of
Shares Issued
397,900,154
Total Number of
Shareholders 18,702
Major Consolidated
Subsidiaries Stock Exchange Listings First Sections of Tokyo and Osaka
Securities Code
4506
Independent Public
Accountants KPMG AZSA & Co.
Fiscal Year-end
March 31
Gokyo Trading Co., Ltd.
DS Pharma Biomedical Co., Ltd.
Dainippon Sumitomo Pharma America
Holdings, Inc. (U.S.)
Sepracor Inc. (U.S.)
Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. (China)
Ordinary General Meeting
of Shareholders June
Principal Shareholders
Composition of Shareholders
Name
No. of Shares Held
(Thousands of Shares)
Percentage of
Issued Shares
199,434
50.20
27,282
6.87
The Master Trust Bank of Japan, Ltd. (Trust Account)
13,552
3.41
Nippon Life Insurance Company
10,530
2.65
Financial
Japan Trustee 59.93%
Services Bank, Ltd. (Trust Account for
Institutions
19.66%
Sumitomo Mitsui Banking Corporation’s retirement benefits)
8,867
2.23
7,000
1.76
Sumitomo Life Insurance Company
5,776
1.45
Nissay Dowa General Insurance Co., Ltd.
4,928
1.24
Dainippon Sumitomo Pharma Employee Shareholding Association
3,310
0.83
JPMorgan Securities Japan Co., Ltd.
3,277
0.82
Sumitomo Chemical
Co., Ltd. Firms
Individuals andOthers
Financial Instruments
2.28%
7.79%
Inabata & Co., Ltd.
Foreign
Corporations
10.34%
Japan Trustee Other
Services Bank, Ltd. (Trust Account)
Corporations
Individuals and Others
7.79%
Financial Instruments Firms
2.28%
Foreign
Corporations
10.34%
Financial
Institutions
19.66%
Other
Corporations
59.93%
Note: The 585,644 shares of treasury stock consist of 585,600 shares in
“Individuals and Others” and 44 odd-lot shares.
Note: Calculation of the percentage of issued shares does not include treasury stock (584,644 shares).
Stock Share
(Yen)
(Thousand of shares)
1,200 Stock Price
Turnover 100,000
(Yen)
1,200 Stock Price
1,000
800
80,000
1,000
60,000
800
40,000
600
20,000
600
400
200
400
0
Apr. 08
Jun.
Aug.
Oct.
Dec.
Feb. 09
Apr.
Jun.
Aug.
Oct.
Dec.
0
Feb. 10
Apr.
Jun.
200
Annual Report 2010
0
79
Dainippon Sumitomo Pharma Co., Ltd.
6-8 Doshomachi 2-chome, Chuo-ku, Osaka 541-0045, Japan
TEL: +81-6-6203-5321 FAX: +81-6-6202-6028
http//www.ds-pharma.com
This brochure was printed in Japan on FSC-certified paper using 100% soy ink.
Printed in Japan